Common use of Clear Market Clause in Contracts

Clear Market. For a period of 180 days after the date of the Prospectus (the “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, 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 undertake any of 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 Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus, (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 that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 60 days after the date of the Prospectus (the “Restricted 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 Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to undertake make any of the foregoingoffer, 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, without the prior written consent of the RepresentativesUnderwriters, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Common Stock (or any security convertible into Common Stock) issued upon the vesting of the Company upon restricted or performance stock units or the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed or warrants described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by the Company of a Registration Statement on Form S-8 relating to options and other awards granted, or Common Stock (or any security convertible into Common Stock) issued, under a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plan described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) the filing by the Company of any registration statement on (i) Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement or (ii) Form S-3 or a successor form thereto and (E) shares of Common Stock or other securities issued upon the exercisein connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, conversion marketing or exchange distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of securities assets or acquisition of not less than a majority or controlling portion of the Company outstanding as equity of another entity, provided that (x) the date aggregate number of shares issued pursuant to this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, clause (E) up to 5.0% shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, issued by the Company in connection with mergers, 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), Underwritten Shares pursuant hereto and (Fy) confidential submission with the Commission or FINRA recipient of any registration statement under the Securities Act; provided that in the case such shares of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company Common Stock and securities issued pursuant to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of this clause (E), ) during the Company 60-day restricted period described above shall cause each recipient to execute a lockup enter into an agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 60 days after the date of the Prospectus (the “Restricted 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 undertake make any of the foregoingoffer, 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 the RepresentativesUnderwriter, other than (A) the Shares to be sold hereunder, (B) any grants of options or options, shares of Stock and other equity awards to purchase shares of Stock issued under the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”) or issuances of shares of Stock of the Company upon the exercise of options or other equity awards, in each case, awards granted under the Company Stock Plans Plans, (B) the filing by the Company of any registration statement on Form S-8 (or any successor form) or the filing by the Company of any registration statement that are is required pursuant to a registration rights agreement in effect on the date hereof and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) issuances of capital stock upon exercise of any filing by options or warrants in each case that are outstanding on the Company date of a Registration Statement on Form S-8 relating this Agreement or permitted to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (Ebe issued pursuant to this Section 5(h), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities capital stock of the Company outstanding as issued in connection with any acquisitions, strategic investments or any other transaction that includes a bona fide commercial relationship with the Company (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements), provided that the aggregate number of shares of Stock issued pursuant to this clause (D) during the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.060-day restricted period shall not exceed 10% of the total number of outstanding shares of Common Stock immediately following issued and outstanding on the issuance of the Shares, issued by the Company in connection with mergers, 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), Closing Date and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of any issuance of shares of capital stock pursuant to this clause (E), D) any recipient of shares of capital stock shall have executed and delivered to the Company shall cause each recipient to execute Underwriter a lockup agreement for the Restricted Period lock-up letter in the form of Exhibit A hereto. If , and (E) the Representatives, registration under the Securities Act of any securities referenced 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverclause (A).

Clear Market. For a period of 180 days after the date of the Prospectus (the “Restricted 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 file with, or submit to, 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 undertake make any of the foregoingoffer, sale, pledge, 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 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 Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise conversion of options or other equity awards, preferred stock outstanding on the date of this Agreement in each case, granted under Company Stock Plans that are disclosed connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by shares of Stock of the Company issued upon the exercise of a Registration Statement on Form S-8 relating to a options granted under Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plans described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) any shares of Common options and other awards granted under a Company Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed Plan described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, (E) up the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to 5.0% a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the SharesUnderwritten Shares pursuant hereto; provided, issued by the Company in connection with mergersfurther, acquisitions or commercial or strategic transactions (includingthat, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through C), (D) and (F), (x) the Company shall cause each recipient that is a member of the Company’s board such shares of directors, executive officer of the Company Stock or a beneficial holder of 5.0% or more of the fully diluted capital stock other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lockup lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the Restricted Period duration that such terms remain in effect at the form time of Exhibit A hereto if not already a party thereto; providedthe transfer, further, that in the case of clause and (E), y) the Company shall cause each recipient authorize its transfer agent to execute a lockup agreement for the Restricted Period decline to make any transfer of such shares in the form violation of Exhibit A heretosuch lock-up agreements. 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(k6(l) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 days after the date of the Prospectus (the “Restricted Company 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, the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock, or any options, rights or warrants to purchase any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for, or that represent the right to receive, Class A Common Stock, including limited liability company interests in the LLC convertible into or exercisable or exchangeable for or that represent the right to receive Class A Common Stock, or publicly disclose the intention to undertake any of 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 Class A 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 Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesJ.X. Xxxxxx Securities LLC and BofA Securities, Inc., other than (Ai) the Shares to be sold hereunder, (Bii) any grants of options the issuance or other equity awards or issuances acquisition by the Company of shares of Common Stock of the Company upon in connection with the exercise of options an option or other equity warrant, vesting and/or settlement of a restricted stock or restricted stock unit award, or the conversion of a security as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (iii) the grant or amendment of compensatory equity-based awards, and/or the issuance of shares of Common Stock with respect thereto, made pursuant to the equity incentive plans of the SDH Parties referenced in each casethe Registration Statement, granted under Company the Pricing Disclosure Package and the Prospectus, (iv) any shares of Common Stock Plans that are issued pursuant to any non-employee director compensation plan or program disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Cv) the purchase of shares of Common Stock pursuant to 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 that is disclosed described in the Registration Statement, the Pricing Disclosure Package and Prospectus the Prospectus, (vi) facilitating the establishment of a trading plan on behalf of a stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided that (a) such plans do not provide for the transfer of Shares during the Company Lock-Up Period and (b) no filing by any assumed employee benefit party under the Exchange Act or other public announcement shall be required or made voluntarily in connection with such trading plan contemplated by clause (Eother than the required disclosure on Form 10-Q or Form 10-K, as applicable, of the entrance into any trading plan during the relevant fiscal quarter, provided that such disclosure includes a statement to the effect that no transfers may be made pursuant to such trading plan during the Restricted Period), (Dvii) any shares of Common Stock otherwise issued upon in connection with the exercise, conversion Organizational Transactions and (viii) the filing of any registration statement on Form S-8 relating to securities granted or exchange of securities of the Company outstanding as of to be granted pursuant to any plan in effect on the date of this Agreement and disclosed described in the Registration StatementProspectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.. If J.X. Xxxxxx Securities LLC and BofA Securities, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto. If the RepresentativesInc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(k6(l) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiverwaiver (indicating the effective date of such release or waiver in such notice to the Company), the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto 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 180 days after the date Closing Date (unless the Put Agreement (as defined in Section 5(n)) has been entered into, in which case, until the end of the Prospectus exercise period under the Put Agreements (as defined below)) (the “Restricted Period”), 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, lend purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any capital stock of the foregoing, Company 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 securitiescapital stock of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock capital stock of the Company or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesInvestor, other than except for (Ai) the Shares to be sold hereunderRights and New Common Stock issuable upon exercise of Rights, (Bii) any grants of options or other equity awards or issuances of shares of Stock of the Company upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus, (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 that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of New Common Stock issued upon the exercise, conversion or exchange exercise of securities of the Company any stock options outstanding as of the date Effective Date, (iii) the issuance of this Agreement New Common Stock and disclosed other equity interests as set forth in the Registration Statement, Settlement Term Sheet and pursuant to the Pricing Disclosure Package or Amended Plan and (iv) the Prospectus, (E) issuance in the aggregate of up to 5.05% of the total number of outstanding shares of New Common Stock immediately following as of the Closing Date. Notwithstanding the foregoing, if (1) during the last 17 days of the 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 Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the Shares, issued by earnings release or the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member occurrence of the Company’s board of directors, executive officer of the Company material news or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waivermaterial event.

Clear Market. For a period of 180 90 days after the date of the Prospectus (the “Restricted 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 undertake make any of the foregoingoffer, 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 the RepresentativesUnderwriter, other than (A) the Shares to be sold hereunderhereunder , (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed in employee stock option plans existing on the Registration Statement, the Pricing Disclosure Package and Prospectusdate hereof, (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 that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock of the Company issued upon exercise of any warrants outstanding on the date hereof, (D) any employee stock options or restricted stock issued pursuant to employee stock option plans, (E) any shares of Common Stock of the Company issued upon the exercise, conversion or exchange of outstanding convertible notes pursuant to the terms of the instruments governing such securities as in effect on the date hereof, (F) any securities of the Company issued upon the conversion, swap or exchange of convertible notes outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectushereof, (EG) up to 5.0% of the total number of outstanding shares of Common Stock immediately following filing and effectiveness under the issuance of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA Securities Act of any registration statement (or any supplement or amendment to any previously-filed registration statement) that the Company may be required to file with the Commission pursuant to the rights of any holder of warrants outstanding on the date hereof, and (H) the filing and effectiveness under the Securities Act; provided that in the case Act of clauses (B) through (D), any registration statement on Form S-8 relating to inducement grants made by the Company shall cause each recipient that is a member of prior to the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverhereof.

Clear Market. For a period of 180 30 days after the date of the Prospectus (the “Restricted 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, 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 undertake make any of the foregoingoffer, sale, pledge, 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, without the prior written consent of the RepresentativesUnderwriter, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Common Stock of the Company issued upon the exercise or settlement of options or other equity awards, in each case, the vesting of deferred share units or restricted stock units granted under Company Stock Plans, (C) the grant by the Company of awards under Company Stock Plans that are as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (CD) any the filing by the Company of a Registration Statement registration statement on Form S-8 relating to a Company Stock Plan, inducement award (or equivalent form) in connection with an employee stock purchase compensation plan that or agreement of the Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% the issuance of the total number of outstanding shares of Common Stock immediately following or other securities (including securities convertible into shares of Stock) in connection with the issuance acquisition by the Company or any of its subsidiaries of the Sharessecurities, issued businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with mergersany such acquisition, acquisitions or commercial (F) the issuance of shares of Common Stock or strategic transactions other securities (including, without limitation, entry including securities convertible into shares of Stock) in connection with joint ventures, marketing commercial relationships or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Actother strategic transactions; provided that that, in the case of clauses (BE) through and (DF), the Company shall cause each recipient that is a member aggregate number of shares of Common Stock issued in all such acquisitions and transactions does not exceed 5% of the Company’s board of directors, executive officer outstanding Common Stock of the Company or a beneficial holder of 5.0% or more following the offering of the fully diluted capital stock Shares and any recipients of the Company to execute such shares of Common Stock shall deliver a lockup “lock-up” agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 60 days after the date of the Prospectus (the “Restricted 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, 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 undertake any of 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, or publicly disclose the intention to undertake any of the transactions described in clause (i) or (ii), 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 the Shares to be sold hereunder. The restrictions described above do not apply to (Ai) the Shares to be sold hereunder, (Bii) any grants of options or other equity awards or issuances of shares of Common Stock of issued by the Company upon the exercise (including any net exercise or exercise by delivery of options already-owned shares of Common Stock) of an option or other equity awards, in each case, granted under Company Stock Plans that are disclosed warrant or the settlement of restricted stock units or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Ciii) any filing by shares of Common Stock issued or options to purchase Common Stock or restricted stock units covering shares of Common Stock granted pursuant to existing employee benefit plans of the Company of a Registration Statement on Form S-8 relating referred to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (Div) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed options to purchase Common Stock granted pursuant to any non-employee director stock plan referred to in the Registration Statement, the Pricing Disclosure Package or and the Prospectus; (v) the filing by the Company of any registration statement on Form S-8 or a successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plan referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (Evi) up shares of Common Stock or other securities issued in connection with a transaction that includes a commercial relationship (including strategic alliances, commercial lending relationships, joint ventures, and strategic acquisitions), provided that (A) the aggregate number of shares issued pursuant to this clause (vi) shall not exceed 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, issued by the Company in connection with mergers, 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), Shares and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through the recipient of any such shares of Common Stock or securities issued pursuant to clauses (Dii), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (Eiii), (iv) and (vi) during the Company 60-day restricted period shall cause each recipient to execute a lockup enter into an agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 90 days after the date of the Prospectus (the “Restricted 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 undertake make any of offer, sale, pledge, disposition or filing (other than filings on Form S-8 relating to the foregoingCompany Stock Plans), 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 Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed or stock appreciation rights described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by the Company of a Registration Statement on Form S-8 relating to options and other awards granted under a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plan described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of filing by the Company outstanding as of the date of this Agreement and disclosed any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, Prospectus and (E) up shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to 5.0% this clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A Underwritten Shares pursuant 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 days after the date of the Prospectus (the “Restricted Period”)Prospectus, each of the Company and Evolent Health 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 undertake make any of the foregoingoffer, 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 any membership interest in Evolent Health, 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 RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co., other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise or settlement of options or other equity awards, in each case, granted under Company Stock Plans; provided that if the recipient of any such shares of Stock has previously delivered a “lock-up” agreement to the Representatives substantially in the form of Exhibit D hereto, such shares of Stock will be subject to the terms of such lock-up, (C) the grant by the Company of awards under Company Stock Plans that are as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (CD) any filing transfers of Common Stock as required by the Company Reorganization, (E) the filing of a Registration Statement registration statement on Form S-8 relating to a Company Stock Plan, inducement award (or equivalent form) with the Commission in connection with an employee stock purchase compensation plan that or agreement of the Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (EF) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the Sharesacquisition by the Company or any of its subsidiaries of the securities, issued businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with mergers, acquisitions any such acquisition or commercial (G) the issuance of shares of Stock or strategic transactions other securities (including, without limitation, entry including securities convertible into shares of Stock) in connection with joint ventures, marketing strategic transactions or distribution agreements other commercial relationships (including issuances to current or collaboration agreements prospective customers or acquisitions of technology, assets or intellectual property licensespartners), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that that, in the case of clauses (BF) through and (DG), the Company aggregate number of shares of Stock issued in all such acquisitions and transactions shall cause each recipient that is a member not exceed 7.5% of the Company’s board of directors, executive officer issued and outstanding Stock of the Company or on the Closing Date and any recipients of such Shares shall deliver a beneficial holder of 5.0% or more of “lock-up” agreement to the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period Representatives substantially in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 45 days after the date of the Prospectus (the “Restricted 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, 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 undertake make any of the foregoingoffer, sale, pledge, 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, without the prior written consent of the RepresentativesUnderwriter, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Common Stock of the Company issued upon the exercise or settlement of options or other equity awards, in each case, the vesting of deferred share units or restricted stock units granted under Company Stock Plans, (C) the grant by the Company of awards under Company Stock Plans that are as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (CD) any the filing by the Company of a Registration Statement registration statement on Form S-8 relating to a Company Stock Plan, inducement award (or equivalent form) in connection with an employee stock purchase compensation plan that or agreement of the Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% the issuance of the total number of outstanding shares of Common Stock immediately following or other securities (including securities convertible into shares of Stock) in connection with the issuance acquisition by the Company or any of its subsidiaries of the Sharessecurities, issued businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with mergersany such acquisition, acquisitions or commercial (F) the issuance of shares of Common Stock or strategic transactions other securities (including, without limitation, entry including securities convertible into shares of Stock) in connection with joint ventures, marketing commercial relationships or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Actother strategic transactions; provided that that, in the case of clauses (BE) through and (DF), the Company shall cause each recipient that is a member aggregate number of shares of Common Stock issued in all such acquisitions and transactions does not exceed 5% of the Company’s board of directors, executive officer outstanding Common Stock of the Company or a beneficial holder of 5.0% or more following the offering of the fully diluted capital stock Shares and any recipients of the Company to execute such shares of Common Stock shall deliver a lockup “lock-up” agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 30 days after the date of the Prospectus (the “Restricted Period”)Prospectus, the Company will not (i) offer, pledge, announce the intention to 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, 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 undertake make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, 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 RepresentativesUnderwriter, other than (Aa) the Shares to be sold hereunder, (Bb) the grant by the Company of awards under Company Stock Plans described in the Registration Statement, Pricing Disclosure Package and Prospectus, (c) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, settlement of awards granted under Company Stock Plans that are disclosed described in the Registration Statement, Pricing Disclosure Package and Prospectus, (d) the filing of any registration statement on Form S-8 in connection with Company Stock Plans described in or contemplated by the Registration Statement, the Pricing Disclosure Package and Prospectusthe Prospectus or (e) the entry into an agreement providing for the issuance of Stock or any securities convertible into or exercisable or exchangeable for Stock, and the issuance of any such securities pursuant to such an agreement, in connection with (Ci) any filing the acquisition by the Company of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed of its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued assumed by the Company in connection with mergerssuch acquisition, acquisitions or commercial or strategic transactions (including, without limitation, entry into ii) joint ventures, marketing commercial relationships or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses)other strategic transactions, and (F) confidential submission with the Commission or FINRA issuance of any registration statement under the Securities Act; such securities pursuant to any such agreement, provided that in the case aggregate number of clauses shares issued or issuable pursuant to this clause (Be) through (D), does not exceed 10% of the Company shall cause number of shares of Stock outstanding immediately after the offering of the Shares pursuant to this Agreement and prior to such issuance each recipient that is of any such securities shall execute and deliver to the Underwriter a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup “lock-up” agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of 180 days after the date of the Prospectus (the “Restricted Period”)Prospectus, the Company will not (iA) 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 common stock or any securities convertible into or exercisable or exchangeable for Stockcommon stock, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (iiB) enter into any swap or other agreement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Stock common stock or any such other securities, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of Stock common stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than X. X. Xxxxxx Securities LLC and UBS Securities LLC. The restrictions contained in the preceding paragraph shall not apply to (Ai) the Shares shares of Common Stock in the form of ADSs to be sold hereunder, pursuant to the Underwriting Agreement; (Bii) any the shares of Common Stock to be sold in the Chilean Offering or pursuant to the Preemptive Rights Offering; (iii) issuances of grants of employee stock options or other equity awards pursuant to the terms of a Company plan in effect on the date hereof or issuances of shares securities pursuant to the exercise of Stock such options or the exercise of any other employee stock options outstanding on the date hereof; (iv) the issuance by the Company of securities upon the exercise of options an option or other equity awardswarrant of the conversion a security outstanding on the date hereof of which the Underwriters have been advised in writing; or (v) the entry into an agreement providing for the issuance of securities in connection with an acquisition, in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus, (C) any filing merger or similar transaction by the Company of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed of its subsidiaries, and the issuance of such securities pursuant to any such agreement or pursuant to an employee benefit plan contemplated assumed by the Company or any of its subsidiaries in connection with such transaction; provided that, in the case of clause (Ev), (D) any the aggregate number of shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0all such transactions does not exceed 5% of the total number of outstanding shares of Common Stock outstanding immediately following the completion of the transaction and prior to any such issuance the Company shall cause any such securities issued pursuant thereto to be subject to transfer restrictions substantially similar to those contained in Exhibits E and F hereto. Notwithstanding the foregoing, 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 it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the Shares, issued by earnings release or the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member occurrence of the Company’s board of directors, executive officer of the Company material news or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waivermaterial event.

Clear Market. For a period of 180 90 days after the date of the Prospectus (the “Restricted 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, to 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 undertake any of the foregoing, 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 RepresentativesX.X. Xxxxxx Securities LLC and BofA Securities, Inc., other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise or settlement (including any “net” or “cashless” exercises of settlements) of options or other equity awardsrestricted stock units or the award, if any, of stock options or restricted stock units in the ordinary course of business, in each caseall cases, granted under pursuant to Company Stock Plans that are disclosed described in the Registration Statement, the Pricing Disclosure Package and Prospectus, (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 that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of convertible or exchangeable securities of the Company outstanding as of the date of this Agreement and disclosed described in the Registration Statement, the Pricing Disclosure Package and Prospectus, and in the case of the Company’s convertible notes outstanding as of the date of this Agreement, additional issuances of convertible notes in satisfaction of payment in kind dividends or the conversion thereof, in each case pursuant to the terms of the indenture governing such convertible notes as in effect on the date of this Agreement and as described in the Registration Statement, Pricing Disclosure Package and Prospectus, (D) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to the Company Stock Plans or (E) up as required by an existing registration rights agreement of the Company in effect as of the date hereof as described in the Registration Statement, Pricing Disclosure Package and Prospectus; provided that the restrictions described in clause (i) shall not apply to 5.0issuance of Securities directly to a seller of a business or assets as part of the purchase price or private placements in connection with acquisitions by us; provided, further, that (x) any recipient of such shares of Securities will agree to be bound by these restrictions for the remainder of such 90-day period and (y) the aggregate number of shares of Securities that we may offer pursuant to the foregoing proviso shall not exceed 10% of the total number of outstanding shares of Common Stock our Securities issued and outstanding immediately following the issuance completion of the Shares, issued offering contemplated by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverProspectus.

Clear Market. For a period of 180 days after the date of the Prospectus (the “Restricted 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 undertake make any of offer, sale, pledge, disposition or filing (other than filings on Form S-8 relating to the foregoingCompany Stock Plans), 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 RepresentativesX. X. Xxxxxx Securities LLC and Barclays Capital Inc., other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock capital stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed Plans, the exercise of warrants described in the Registration Statement, or upon the conversion of the preferred stock of the Company, (C) shares issued pursuant to stock purchase or sale rights described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (CD) any filing by shares issued pursuant to the Company of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or Company’s employee stock purchase plan that is disclosed in the Registration Statementand grants of equity awards under Company Stock Plans, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements mergers or acquisitions of technologybusinesses, assets entities, property or intellectual property licenses)other assets, and joint ventures or strategic alliances (F) confidential submission with including the Commission or FINRA filing of any a registration statement under the Securities Acton Form S-4 or other appropriate form with respect thereto); provided that that, in the case of clauses (BB)-(E) through (D)above, the Company shall use commercially reasonable efforts to cause each such recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company shares to execute and deliver to the Representatives a lockup agreement for the Restricted Period lock-up letter substantially in the form of Exhibit A hereto if not already a party theretofor the balance of the 180-day restricted period; provided, provided further, that in the case number of clause shares issued under (E), the Company ) above shall cause each recipient not exceed [insert number of shares equal to execute a lockup agreement for the Restricted Period in the form 5% of Exhibit A heretoCompany’s outstanding shares once post-IPO capitalization is known]. If the RepresentativesX.X. Xxxxxx Securities LLC and Barclays Capital Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(k6(l) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 days after the date of the Prospectus (the “Restricted 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 undertake make any of the foregoingoffer, 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 the Representatives, other than (A) the Shares to be sold hereunder, (B) any grants Shares of options or other equity awards or issuances of shares of Stock stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed warrants described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by shares of stock of the Company issued upon the conversion of a Registration Statement convertible preferred stock outstanding on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed the date of this Agreement in connection with the offering contemplated by this Underwriting Agreement and as described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) any the filing of a Registration Statement on Form S-8 relating to the shares of Common Stock issued upon the exercise, conversion granted pursuant to or exchange of securities of reserved for issuance under the Company outstanding as of the date of this Agreement and disclosed Stock Plans described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, (E) up to 5.0% any shares of Stock of the total number Company issued upon the exercise of outstanding shares of Common options granted under Company Stock immediately following the issuance of the Shares, issued by the Company in connection with mergers, 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), Plans and (F) confidential submission with the Commission or FINRA issuance of any registration statement equity based awards under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A heretoStock Plans. 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(k6(l) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 days after the date of the Prospectus (initial public offering of the “Restricted Period”)Shares, the Company will not (i) offer, pledge, publicly 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, lend purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, 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 undertake any of the foregoing, 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 securitiesStock, 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 (Aa) the Shares to be sold hereunder, (Bb) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are existing stock plans disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (Cc) any filing the grant or issuance by the Company of a Registration Statement on Form S-8 relating to a Company Stock Planemployee, inducement award consultant or employee director stock purchase plan that is disclosed options or restricted stock units in the ordinary course of business under stock plans described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (Ed) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of securities in connection with the Sharesacquisition by the Company or any of its subsidiaries of the securities, issued businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with mergersany such acquisition, acquisitions or commercial or strategic transactions (including, without limitation, entry into e) the issuance of securities in connection with joint ventures, marketing commercial relationships or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Actother strategic transactions; provided that that, in the case of clauses (Bd) through and (De), the aggregate number of shares issued in all such acquisitions and transactions does not exceed 8% of the outstanding common stock following the offering of the Common Stock and prior to any issuance the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company such securities to execute and deliver to you a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period Lock-Up Agreement substantially in the form of Exhibit A hereto. If Notwithstanding the Representativesforegoing, in their sole discretion, agree to release or waive if (1) during the restrictions set forth in a lock-up letter described in Section 6(k) hereof for an executive officer or director last 17 days of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver180-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit C hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiverthe occurrence of the material news or material event.

Clear Market. For a period of 180 60 days after the date of the Prospectus (the “Restricted 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 hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, 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 undertake any of 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, without the prior written consent of the Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by the Company of a Registration Statement on Form S-8 relating to options and other awards granted under a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plan described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of filing by the Company outstanding as of the date of this Agreement and disclosed any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, Prospectus and (E) up any shares of Stock of the Company, or any securities convertible into or exercisable or exchangeable for, Common Stock, or the entry into an agreement to 5.0issue shares of Stock of the Company, or any securities convertible into or exercisable or exchangeable for, shares of Stock, issued in connection with any merger, joint venture, strategic alliances, commercial or other collaborative transaction or the acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided, however, that the aggregate number of shares of Stock, or any securities convertible into or exercisable or exchangeable for Stock, that the Company may issue or agree to issue pursuant to this clause (E) shall not exceed 5% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company in connection with mergers, 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), Shares pursuant hereto and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in (i) each newly appointed director or executive officer that is a recipient of any such shares of Stock or securities issued pursuant to clauses (B) or (C) and (ii) the case recipient of any such shares of Stock or securities issued pursuant to clause (E)) during the 60-day restricted period described above, the Company shall cause each recipient to execute a lockup enter into an agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 30 days after the date of the Prospectus (the “Restricted 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, 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 undertake make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, 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 RepresentativesUnderwriters, other than (Aa) the Shares to be sold hereundergrant by the Company of awards under Company Stock Plans described in the Registration Statement, Pricing Disclosure Package and Prospectus, (Bb) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, settlement of awards granted under Company Stock Plans that are disclosed described in the Registration Statement, Pricing Disclosure Package and Prospectus, (c) the filing of any registration statement on Form S-8 in connection with Company Stock Plans described in or contemplated by the Registration Statement, the Pricing Disclosure Package and Prospectusthe Prospectus or (d) the entry into an agreement providing for the issuance of Stock or any securities convertible into or exercisable or exchangeable for Stock, and the issuance of any such securities pursuant to such an agreement, in connection with (Ci) any filing the acquisition by the Company of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed of its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued assumed by the Company in connection with mergerssuch acquisition, acquisitions or commercial or strategic transactions (including, without limitation, entry into ii) joint ventures, marketing commercial relationships or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses)other strategic transactions, and (F) confidential submission with the Commission or FINRA issuance of any registration statement under the Securities Act; such securities pursuant to any such agreement, provided that in the case aggregate number of clauses shares issued or issuable pursuant to this clause (Bd) through (D), does not exceed 10% of the Company shall cause number of shares of Stock outstanding immediately after the offering of the Shares pursuant to this Agreement and prior to such issuance each recipient that is a member of any such securities shall execute and deliver to the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup Underwriters an agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 days after the date of the Prospectus (the “Restricted 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, 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 undertake make any of the foregoingoffer, sale, pledge, 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 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 Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and ProspectusPlans, (C) any filing by the Company of a Registration Statement on Form S-8 relating to a Company Stock PlanPlan or inducement award, inducement award which plan or employee stock purchase plan that agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any assumed employee benefit plan contemplated by clause (E), and (D) any shares of Common equity awards granted under a Company Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and Plan disclosed in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company such grant to execute and deliver to the Representatives a lockup lock-up agreement for the Restricted Period substantially in the form of Exhibit A D hereto prior to such grant if such recipient has not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A heretodelivered one. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a the lock-up letter described in Section 6(k8(l) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 days after the date of the Prospectus (the “Restricted Company 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, 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 undertake any of 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 RepresentativesX.X. Xxxxxx Securities LLC, other than the Shares to be sold hereunder and any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans; provided, however, that the foregoing restriction shall not apply to: (Ai) the Shares to be sold hereunder; (ii) the issuance by the Company of shares of Stock, (B) any grants including upon the vesting, exercise or settlement of options or other equity awards restricted stock units or issuances the conversion of convertible securities or the exchange of exchangeable securities, or options to purchase shares of Stock or the grant of the Company upon the exercise other equity-based awards (including any securities convertible into shares of options or other equity awardsStock), in each case, granted under Company Stock Plans case pursuant to the Company’s equity plans of the Oak Street Parties that are disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, ; (Ciii) any filing the entry into an agreement providing for the issuance by the Company of a Registration Statement shares of Stock or any security convertible into or exercisable for shares of Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, 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, or the issuance of any such securities pursuant to any such agreement; (iv) the entry into any agreement providing for the issuance of shares of Stock or any security convertible into or exercisable for shares of Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; (v) the filing of any registration statement on Form S-8 relating to a Company Stock Plan, inducement award securities granted or employee stock purchase plan to be granted pursuant to the Company’s equity-based compensation plans of the Oak Street Parties that is disclosed are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any assumed associated employee benefit plan contemplated by clause (Eiii), ; or (Dvi) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (Biii) through and (Div), the number of shares of Stock that the Company may sell or issue or agree to sell or issue pursuant to such clauses shall cause each recipient that is a member not exceed, in the aggregate, 10% of the Company’s board total number of directorsshares of Stock issued and outstanding immediately following the Closing Date; provided further that in the case of clause (iv) Stock or other securities issued pursuant to such clause shall be subject to a contractual agreement, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period substantially in the form of Exhibit A D hereto if not already a party thereto; and provided, further, that in the case of clause clauses (Eii) through (iv), (x) the Company shall cause each recipient of such securities to execute and deliver to you, on or prior to the issuance of such securities, a lockup agreement for lock-up letter on substantially the Restricted Period same terms as the lock-up letter referred to in Section 6(m) hereof, and (y) the form Company shall enter stop transfer instructions with the Company’s transfer agent and registrar on such securities until the expiration of Exhibit A heretothe Company Lock-Up Period. If the RepresentativesX.X. Xxxxxx Securities LLC, in their its sole discretion, agree agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 6(k6(m) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiverwaiver (indicating the effective date of such release or waiver in such notice to the Company), the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto 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 180 60 days after the date of the Prospectus (the “Restricted 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 file with, or submit to, 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 undertake make any of the foregoingoffer, sale, pledge, 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 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 Representatives, other than (A) the Shares Securities to be sold hereunderhereunder and the delivery of Warrant Shares upon exercise of the Warrants; provided, however, that the Company may (Bi) issue Stock and options to purchase Stock, shares of Stock underlying options granted and other securities, each pursuant to any grants director or employee stock option plan, stock ownership plan or dividend reinvestment plan of options the Company in effect on the date hereof and described in the Pricing Disclosure Package; (ii) issue Stock pursuant to the conversion or other equity awards or issuances the exercise of securities that are outstanding on the date hereof and described in the Pricing Disclosure Package; (iii) enter into agreements providing for the issuance by the Company of shares of Stock or any security convertible into or exercisable for shares of Stock in connection with the Company upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus, (C) any filing acquisition by the Company of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed of its subsidiaries of the securities, business, property or other assets of another person or entity pursuant to an employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued assumed by the Company in connection with mergerssuch acquisition, acquisitions and issue any such securities pursuant to any such agreement; (iv) enter into agreements providing for the issuance of shares of Stock or commercial any security convertible into or strategic transactions (including, without limitation, entry into exercisable for shares of Stock in connection with joint ventures, marketing commercial relationships or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses)other strategic transactions, and (F) confidential submission with the Commission or FINRA of issue any registration statement under the Securities Actsuch securities pursuant to any such agreements; provided that in the case of clauses (Biii) through and (Div), the aggregate number of shares of Stock (assuming full conversion or exercise of any securities convertible into or exercisable for Stock) that the Company may sell or issue or agree to sell or issue pursuant to clauses (iii) and (iv), taken together, shall cause each recipient that is a member not exceed 5.0% of the Company’s board total number of directors, executive officer shares of Stock issued and outstanding immediately subsequent to the completion of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party theretotransactions contemplated by this Agreement; provided, further, provided further that in the case of clause clauses (Eiii) and (iv), it shall be a condition to the Company shall cause each recipient sale, issuance or transfer of such shares or other securities that the transferee executes and delivers to execute the Representatives, acting on behalf of the Underwriters, not later than one business day prior to such transfer, a lockup agreement for the Restricted Period written agreement, in substantially the form of Exhibit A hereto. If B to this Agreement, and otherwise satisfactory in form and substance to the Representatives; and (v) adopt a new equity incentive plan, in their sole discretionfile a registration statement on Form S-8 under the Securities Act to register the offer and sale of securities to be issued pursuant to such new equity incentive plan, agree and issue securities pursuant to release such new equity incentive plan or waive any other employee benefit or equity incentive plan of the restrictions set forth in a lock-up letter Company described in Section 6(k) the Pricing Disclosure Package as of the date hereof for an (including, without limitation, the issuance of shares of Stock upon the exercise of options or other securities issued pursuant to such equity incentive plans), provided that such new equity incentive plan satisfies the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act. In addition, the Company will cause each executive officer or director of the Company and provide to furnish to the Company with notice of Representatives, prior to the impending release or waiver Closing Date, a letter, substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverhereto.

Clear Market. For a period of 180 days three months after the date of the Prospectus (the “Restricted Period”)Prospectus, the Company will not (i) offer, issue, 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 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 undertake any of the foregoing, or (ii) enter into any swap or other agreement that transferstransfers to another entity, 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 RepresentativesRepresentative, other than (A) the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of the Underwriter Warrants and the shares of Stock issuable upon the exercise of such Underwriter Warrants, (Bii) any grants of options or other equity awards or issuances the issuance of shares of Stock of the Company upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus, (C) any filing by the Company of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award securities convertible into or employee stock purchase plan that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any exercisable for shares of Common Stock issued upon pursuant to the exercise, conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the Company settlement of RSUs (including net settlement), in each case outstanding as of on the date of this Agreement and disclosed described in the Registration StatementProspectus; (iii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the Pricing Disclosure Package 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, (E) provided that such recipients enter into a lock-up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission agreement with the Commission or FINRA Underwriters; (iv) the filing of any registration statement under on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the Securities Act; provided that date of this Agreement and described in the case Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (v) issue Stock or such other securities in connection with joint ventures, commercial relationships or other strategic transactions approved by a majority of clauses (B) through (D), the Company shall cause each recipient that is a member disinterested directors of the Company’s board , provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of directorsany registration statement in connection therewith within ninety (90) days after the date of this Agreement, executive officer and provided that any such issuance shall only be to a person (or to the equity holders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of and shall provide to the Company additional benefits in addition to execute the investment of funds, but shall not include a lockup agreement transaction in which the Company is issuing securities primarily for the Restricted Period purpose of raising capital or to an entity whose primary business is investing in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A heretosecurities. If the RepresentativesRepresentative, Spartan Capital Securities, LLC, in their its sole discretion, agree agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(k6(l) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 90 days after the date of the Prospectus (such period, the “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 undertake make any of the foregoingoffer, 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 Xxxxx and Company, LLC on behalf of the RepresentativesUnderwriters, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed or warrants described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by the Company of a Registration Statement on Form S-8 relating to a options and other awards granted under Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plans described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, provided, that the Company shall cause each recipient of such grant to execute and deliver to Xxxxx and Company, LLC an agreement substantially in the form of Exhibit B hereto if such recipient becomes obligated to file a report pursuant to Section 16 of the Exchange Act and has not already delivered the agreement substantially in the form of Exhibit B hereto, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to the shares of Common Stock issued upon the exercise, conversion granted pursuant to or exchange of securities of the reserved for issuance under Company outstanding as of the date of this Agreement and disclosed Stock Plans described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, and (E) up shares of Stock or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock issued pursuant to this clause (E) shall not exceed 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, issued by the Company in connection with mergers, 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), Underwritten Shares pursuant hereto and (Fy) confidential submission with the Commission or FINRA recipient of any registration statement under the Securities Act; provided that in the case such shares of clauses Stock and securities issued pursuant to this clause (BE) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for during the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company described above shall cause each recipient to execute a lockup enter into an agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverC-1 hereto.

Clear Market. For a period of 180 days after the date of the Prospectus (the “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, 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 undertake any of 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 Representatives, other than than: (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances the issuance by the Company of shares of Stock or any securities convertible into or exercisable or exchangeable for Stock pursuant to the conversion or exchange of the Company upon convertible or exchangeable securities or the exercise of options or other equity awardsoptions, in each case, granted under Company Stock Plans that are disclosed outstanding on the date hereof and described in the Registration Statement, the Pricing Disclosure Package and ProspectusPackage, (C) grants of stock options, stock awards, restricted stock or other equity awards and the issuance of shares of Stock or any filing by securities convertible into or exercisable or exchangeable for Stock (whether upon the Company exercise of a Registration Statement on Form S-8 relating stock options or otherwise) pursuant to the terms of a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed Plan described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (ED) up the entry into an agreement providing for and the issuance of shares of Stock or any securities convertible into or exercisable or exchangeable for Stock in an aggregate amount not to 5.0exceed 5% of the total number of aggregate Stock outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company Shares to be sold hereunder in connection with mergers, acquisitions or commercial or strategic transactions with an unaffiliated third party (including, without limitation, entry into joint ventures, marketing or distribution agreements or arrangements, collaboration agreements or acquisitions of technology, assets or intellectual property licensesother commercial relationships), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that that, in the case of clauses (B) through any issuance pursuant to this clause (D), the Company shall cause each any recipient that is a member of such securities to execute and deliver to the Representatives on or prior to the issuance of such securities, lock-up letter described in Section 8(h) hereof covering the remainder of the Company’s board Restricted Period, or (E) the filing of directors, executive officer of the any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any Company Stock Plan or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period any assumed benefit plan in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of connection with an acquisition contemplated by clause (ED), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 6(k8(h) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 days after the date of the Prospectus (the “Restricted 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 undertake make any of the foregoingoffer, 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 the Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed described in the Registration Statement, the Pricing Disclosure Package and Prospectus, (C) any filing by the Company of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award Prospectus or employee stock purchase plan that is disclosed warrants described as outstanding in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (DC) any shares of Common options and other awards granted under Company Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed Plans described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto and (E) up shares of Stock or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that the aggregate number of shares of Stock issued pursuant to this clause (E) shall not exceed 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party theretoUnderwritten Shares pursuant hereto; provided, further, that in the case recipient of clause any such shares of Stock and securities issued pursuant to clauses (C) or (E), ) during the Company 180-day restricted period described above shall cause each recipient to execute a lockup enter into an agreement for the Restricted Period substantially in the form of Exhibit A hereto. If the Representatives, Representatives in their sole discretion, discretion agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(k6(l) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 90 days after the date of the Prospectus (Statutory Prospectus, without the “Restricted Period”)prior written consent of the Representative, the Company will not (i1) offer, pledge, announce the intention to sell, issue, 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 make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock ADSs or any securities convertible into or into, exercisable or exchangeable for Stockor that represent the right to receive Ordinary Shares or ADSs (the “Lock-Up Securities”); (2) file, or publicly disclose announce the intention to undertake file, any of the foregoingregistration statement with respect to any Lock-Up Securities, or (ii3) 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 securitiesLock-Up Securities, whether any such transaction described in clause (i1), (2) or (ii3) above is to be settled by delivery of Stock Ordinary Shares or ADSs or such other securities, in cash or otherwise. Notwithstanding the foregoing, without the prior written consent of the RepresentativesCompany may (i) issue, other than (A) the Shares sell and/or transfer Lock-Up Securities pursuant to be sold hereunderthis Agreement, (Bii) any grants of options or other equity awards or issuances of shares of Stock of the Company issue Lock-Up Securities upon the exercise of options an option or other equity awards, in each case, granted under Company Stock Plans that are disclosed warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Ciii) any issue and sell Lock-Up Securities pursuant to, or the filing by the Company of a Registration Statement registration statement on Form S-8 relating to a Company Stock Planin respect of, inducement award or any employee stock purchase option plan, incentive plan, stock ownership plan that is disclosed or dividend reinvestment plan of the Company existing on the date of this Agreement and described in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectus and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) any shares provided that such securities are non-transferrable for a period of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of 90 days after the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Statutory Prospectus, (Eiv) up to 5.0issue Lock-Up Securities after 45 days from the date of the Statutory Prospectus in connection with an acquisition or strategic investment (including any joint venture, strategic alliance or partnership) as long as (x) the aggregate number of Lock-Up Securities issued or issuable does not exceed 5% of the total number of Ordinary Shares outstanding shares of Common Stock immediately following after the issuance and sale of the Shares, issued by the Company in connection with mergers, 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)Lock-Up Securities, and (Fy) confidential submission each recipient of any such shares or other securities agrees to restrictions on the resale of such securities that are consistent with the Commission or FINRA Lock-Up Letters for the remainder of any registration statement under the Securities Act; provided that 90-day restricted period, and (v) file post-effective amendments in the case of clauses (B) through (D), the Company shall cause each recipient that is a member respect of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause Registration Statement on Form F-3 (ERegistration No. 333-213649), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiveras amended.

Clear Market. For a period of 180 days commencing on the date hereof and ending on the 90th day after the date of the Prospectus (the “Restricted Period”)Offering Memorandum, the Company will agrees 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 ofto, directly or indirectly, (1) offer for sale, sell, pledge or submit otherwise dispose of (or enter into any transaction or device that is designed to, or file with, the Commission a registration statement under the Securities Act relating would be expected to, result in the disposition by any shares person at any time in the future of) any Common Stock, securities of Stock the Company that are substantially similar to the Notes or any securities convertible into or exercisable exchangeable for or that represent the right to receive Common Stock, or sell or grant options, rights or warrants with respect to the Common Stock or securities convertible into or exchangeable for the Common Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii2) enter into any swap or other agreement derivatives transaction or arrangement that transferstransfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of the Stock or any such other securitiesCommon Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of Common Stock or securities convertible, exercisable or exchangeable into shares of Common Stock or (4) publicly announce the intention to do any of the foregoing, in each case without the prior written consent of the Representatives, other than on behalf of the Initial Purchasers; provided, however, that the foregoing shall not apply to (A) the Shares to be sold hereunderissuance and sale of the Notes under this Agreement or the issuance and delivery of the Conversion Shares, (B) any grants the filing of registration statements in respect of the Conversion Shares pursuant to the Registration Rights Agreement, (C) the grant of options or other equity equity-based awards or issuances for Common Stock pursuant to employee benefit plans existing on the date of this Agreement, (D) the issuance by the Company of shares of Common Stock of the Company upon the exercise of options an option or other equity awards, in each case, granted under Company Stock Plans that are disclosed in warrant or the Registration Statement, the Pricing Disclosure Package and Prospectus, (C) any filing by the Company conversion of a Registration Statement security outstanding on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed or issued in the Registration Statement, the Pricing Disclosure Package or the Prospectusaccordance with clause (C), (E) up to 5.0% the entry into the transactions contemplated by the capped call transactions, (F) the issuance of the total number of outstanding shares of Common Stock immediately following the issuance of the Sharesto (i) Xxxx Xxxxxxxxxx pursuant to an assignment agreement dated January 31, issued by the 2008 among us, Mr. Xxxxxxxxxx and certain parties related to him or (ii) Xxxxx Xxxxxxxxx and Xxxxxxxxx Xxxxxxxxxx pursuant to a framework agreement dated January 31, 2008 among us, Messrs. Xxxxxxxxx and Xxxxxxxxxx and certain other parties thereto. The Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall will cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or and director of the Company and provide set forth on Schedule 2 hereto to furnish to the Company with notice of Initial Purchasers, prior to the impending release Closing Date, a letter or waiver letters, substantially in the form of Exhibit Annex 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 hereto through a major news service at least two business days before the effective date of the release or waiverhereto.

Clear Market. For a period of 180 45 days after the date of the Prospectus (the “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 Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to undertake make any of the foregoingoffer, 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, without the prior written consent of the Representatives, other than Underwriters. The foregoing sentence shall not apply to (Ai) the Shares to be sold hereunder, (Bii) the issuance by the Company of any grants shares of options Common Stock to be paid, in whole or other equity awards or issuances in part, in satisfaction of the Company’s regular quarterly dividend; (iii) the issuance by the Company of shares of Common Stock of the Company upon the exercise of options an option or other equity awards, in each case, granted under Company Stock Plans that are warrant or the conversion or exchange of a security outstanding on the date hereof as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Civ) any filing by the Company grant of a Registration Statement on Form S-8 relating stock options, restricted stock, restricted stock units or other equity awards to a Company Stock Planemployees, inducement award consultants or employee stock purchase directors pursuant to the terms of an equity plan that is in effect as of the date of the Pricing Disclosure Package as disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (Dv) any the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (a) such trading plan does not provide for the transfer of Common Stock during the Restricted Period and (b) no public announcement or filing under the Exchange Act regarding the establishment of such trading plan shall be required or voluntarily made by or on behalf of the Company during the Restricted Period, (vi) the filing of a registration statement on Form S-4 relating to an acquisition of or merger with a real property company; provided that the aggregate number of securities registered under such registration statement does not exceed 5% of the total number of shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding on a fully diluted basis as of the date of this Agreement and provided, further, that the Company shall cause each recipient of such shares, on or prior to the issuance of any such shares of Common Stock pursuant to such registration statement, to agree in writing to be bound by the terms of this Section 4(i) for the balance of the Restricted Period, (vii) a registration statement on Form S-8 (including any amendments or supplements thereto) relating to securities granted or to be granted pursuant to the Company’s equity incentive plans or employee stock purchase plans or any assumed employee benefit plan disclosed in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, and (Eviii) up the issuance of shares of Common Stock or limited partnership units of GLP Capital, L.P. (“OP Units”) in connection with acquisitions of real property or real property companies; provided that the aggregate number of shares of Common Stock and OP Units issued during the Restricted Period pursuant to 5.0this clause (viii) does not exceed 5% of the total number of outstanding shares of Common Stock immediately following the issuance outstanding on a fully diluted basis as of the Sharesdate of this Agreement and provided, issued by the Company in connection with mergersfurther, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of such shares, on or prior to the issuance of any such shares of Common Stock, to agree in writing to be bound by the terms of this Section 4(i) for the balance of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverPeriod.

Clear Market. For a period of 180 30 days after the date of the Prospectus (the “Restricted 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 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 undertake make any of the foregoingoffer, 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 the RepresentativesUnderwriter, other than (Aa) the Shares to be sold hereunder, (Bb) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted the vesting and/or delivery of awards issued under the Company Stock Plans that are disclosed existing on the date hereof or grants of awards to directors and newly hired employees in the Registration Statement, ordinary course of business consistent with past practice under the Pricing Disclosure Package and ProspectusCompany Plans existing on the date hereof, (Cc) any as consideration for the redemption or exchange of limited liability company interests in the Operating Company in accordance with the Limited Liability Company Agreement, as amended, of the Operating Company, or (d) shares of Common Stock issuable in connection with the Company’s joint venture arrangement with affiliates of KSL Capital Partners, LLC relating to the JW Marriott Essex House Hotel and the filing by the Company of a Registration Statement on Form S-8 relating registration statement and/or a prospectus under the Securities Act with respect to a the foregoing issuance, or (e) shares of Common Stock and/or limited liability company interests of the Operating Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any convertible into shares of Common Stock issued upon in connection with one or more acquisitions by the exercise, conversion Company or exchange of securities its subsidiaries of the Company outstanding as assets or capital stock of another person or entity, whether through merger, asset acquisition, stock purchase or otherwise, and the date filing of this Agreement and disclosed a registration statement and/or a prospectus under the Securities Act relating to the securities issued in connection with any of such transactions, provided that the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total aggregate number of outstanding shares of Common Stock immediately following issued in such transactions (assuming the conversion to shares of Common Stock of all limited liability company interests of the Operating Company issued in connection with all such transactions) shall not exceed 10% of the Stock and that such shares of Common Stock shall be subject to the terms of the lock-up agreement set forth in Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days of the 30-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 30-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 30-day restricted period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the Sharesearnings release or the occurrence of the material news or material event; provided, issued however, that no such extension will apply if, within three business days prior to the 15th calendar day prior to the expiration date of the 30-day restricted period, the Company delivers a certificate, signed by the Chief Financial Officer of the Company, certifying on behalf of the Company that (i) the shares of Common Stock are “actively traded securities” (as defined in connection with mergers, 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 licensesRegulation M), and (Fii) confidential submission with the Commission or FINRA Company meets the requirements set forth in paragraph (a)(1) of any registration statement Rule 139 promulgated under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 days after the date of the Prospectus (the “Restricted 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 undertake make any of offer, sale, pledge, disposition or filing (other than filings on Form S-8 relating to the foregoingCompany Stock Plans), 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 RepresentativesX.X. Xxxxxx Securities LLC, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise conversion of options or other equity awards, convertible preferred stock outstanding on the date of this Agreement in each case, granted under Company Stock Plans that are disclosed connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by shares of Stock of the Company issued upon the exercise of a Registration Statement on Form S-8 relating to a options granted under Company Stock Plan, inducement award Plans or employee stock purchase plan that is disclosed warrants described as outstanding in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of grant by the Company outstanding as of the date of this Agreement any options and disclosed other awards under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, (E) up the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to 5.0% a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition by the Company or any of its subsidiaries of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed ten percent (10%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, issued by the Company in connection with mergers, 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), Underwritten Shares pursuant hereto; and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (EB), (C), (D) and (F) above, the Company shall cause each such recipient to execute a lockup lock-up agreement for the Restricted Period substantially in the form of Exhibit A C hereto. If the Representatives, X.X. Xxxxxx Securities LLC agrees in their its sole discretion, agree discretion to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 6(k8(l) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B A 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 B hereto 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 180 days after the date of the Prospectus (the “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 file with, or submit to, 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 undertake make any of the foregoingoffer, sale, pledge, 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 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 Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise conversion of options or other equity awards, convertible preferred stock outstanding on the date of this Agreement in each case, granted under Company Stock Plans that are disclosed connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by shares of Stock of the Company issued upon the exercise of a Registration Statement on Form S-8 relating to a options granted under Company Stock PlanPlans, inducement award or employee stock purchase plan that is disclosed (D) any shares of Stock issued upon the exercise of warrants outstanding on the date of this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause the Prospectus, (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding issued to SoftBank Group Capital Limited or any of its affiliates (collectively, SoftBank”) pursuant to the joint venture agreement, dated May 9, 2017 (as of amended), by and between the date of this Agreement Company and disclosed SoftBank and as described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, (EF) up any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (G) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to 5.0% a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and (H) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or licensing 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 issued pursuant to clause (H) shall not exceed more than five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, Underwritten Shares pursuant to this Agreement and (y) the recipient of any such shares of Stock or securities issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions pursuant to clauses (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licensesC), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for (F) or (H) during the Restricted Period shall enter into an agreement substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 60 days after the date of the Prospectus (the “Restricted 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 file with, or submit to, 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 undertake make any of the foregoingoffer, 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 the RepresentativesX.X. Xxxxxx Securities LLC, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans that are disclosed Plans”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by the Company of a Registration Statement on Form S-8 relating to a options and other awards granted under Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plans described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to the shares of Common Stock issued upon the exercise, conversion granted pursuant to or exchange of securities of the reserved for issuance under Company outstanding as of the date of this Agreement and disclosed Stock Plans described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, (E) up shares of Stock or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock issued pursuant to this clause (E) shall not exceed 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, issued by the Company in connection with mergers, 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), Underwritten Shares pursuant hereto and (Fy) confidential submission with the Commission or FINRA recipient of any registration statement under the Securities Act; provided that in the case such shares of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company Stock and securities issued pursuant to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of this clause (E), ) during the Company 60-day restricted period described above shall cause each recipient to execute a lockup enter into an agreement for the Restricted Period substantially in the form of Exhibit A hereto. If , (F) the Representativesissuance and sale by the Company, in their sole discretion, agree a private placement to release or waive occur concurrently with the restrictions set forth in a lock-up letter described in Section 6(k) hereof for an executive officer or director offering of the Company Shares contemplated hereby, of the number of shares needed to maintain Incyte’s current ownership percentage of the Company’s Common Stock at the same prices as the public offering price as the Shares, to Incyte and provide (G) the filing of an amendment to the registration statement on Form S-3 that was filed by the Company with notice on January 19, 2018, which shall solely register the additional shares sold to Incyte as permitted by clause (F) of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverthis Section 4(h).

Clear Market. For a period of 180 60 days after the date of the Prospectus (the “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 hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, 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 undertake any of 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, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxx Xxxxx & Co. LLC, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, settlement of awards granted under a Company Stock Plans that are disclosed Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by the Company of a Registration Statement on Form S-8 relating to options and other awards granted under a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plan described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of filing by the Company outstanding as of the date of this Agreement and disclosed any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, and (E) up shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or licensing 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 issued pursuant to 5.0% clause (E) shall not exceed more than five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, issued by the Company in connection with mergers, 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), Underwritten Shares pursuant to this Agreement and (Fy) confidential submission with the Commission each newly appointed director or FINRA executive officer that is a recipient of any registration statement under the Securities Act; provided that in the case such shares of Stock or securities issued pursuant to clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company (C) or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for (E) during the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup enter into an agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 90 days after the date of the Prospectus (the “Restricted 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 undertake make any of the foregoingoffer, 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 the RepresentativesXxxxxx Xxxxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the vesting of restricted stock units or the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed or warrants described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by the Company of a Registration Statement on Form S-8 relating to options and other awards granted under a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plan described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of filing by the Company outstanding as of the date of this Agreement and disclosed any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, Prospectus and (E) up shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 5.0% this clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, issued by the Company in connection with mergers, 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), Underwritten Shares pursuant hereto and (Fy) confidential submission with the Commission or FINRA recipient of any registration statement under the Securities Act; provided that in the case such shares of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company Stock and securities issued pursuant to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of this clause (E), ) during the Company 90-day restricted period described above shall cause each recipient to execute a lockup enter into an agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 60 days after the date of the Prospectus (the “Restricted 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 undertake make any of the foregoingoffer, 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 the Representatives, other than (A) the Company’s sale of the Shares to be sold hereunder, (B) any grants the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity awards or issuances of shares of Stock of employee compensation plans as such plans are in existence on the Company upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed date hereof and described in the Registration Statement, Statement and the Pricing Disclosure Package and Prospectus, (C) any filing by issuances of Common Stock upon the exercise or settlement of options or restricted stock units disclosed as outstanding in Registration Statement and the Prospectus; or (D) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction, if any, that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. The Company also agrees that during such period, the Company of will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for (A) a Registration Statement registration statement on Form S-8 relating to a employee benefit plans and (B) any resale registration statement required by any registration rights or similar rights to have any securities registered by the Company Stock Plan, inducement award or employee stock purchase plan that is disclosed under the Securities Act described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon during the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lockLock-up letter described in Section 6(k) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverUp Period.

Clear Market. For a period of 180 days after the date of the Prospectus (the “Restricted 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, lend 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 undertake make any of the foregoingoffer, 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 the Representatives, other than (Aa) the Shares to be sold hereundergrant by the Company of awards under Company Stock Plans described in the Pricing Disclosure Package, (Bb) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise or settlement of options or other equity awards, in each case, awards granted under Company Stock Plans that are disclosed described in the Registration Statement, the Pricing Disclosure Package and ProspectusPackage, (Cc) any the filing by the Company of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award (or equivalent forms) in connection with an employee stock purchase compensation plan that is disclosed or agreement of the Company, (d) the issuance of securities in connection with the Registration Statement, acquisition by the Pricing Disclosure Package and Prospectus Company or any assumed of its subsidiaries of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued assumed by the Company in connection with mergersany such acquisition, acquisitions or commercial or strategic transactions (including, without limitation, entry into e) the issuance of securities in connection with joint ventures, marketing commercial relationships or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Actother strategic transactions; provided that that, in the case of clauses (Bd) through and (De), the aggregate number of shares issued in all such acquisitions and transactions does not exceed 10% of the outstanding Common Stock following the offering of the Shares and prior to any such issuance the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company such securities to execute and deliver to you a lockup “lock-up” agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period substantially in the form of Exhibit A hereto. If Notwithstanding the Representativesforegoing, in their sole discretion, agree to release or waive if (1) during the restrictions set forth in a lock-up letter described in Section 6(k) hereof for an executive officer or director last 17 days of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver180-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit C hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiverthe occurrence of the material news or material event.

Clear Market. For a period of 180 45 days after the date of the Prospectus (the “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 hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, 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 undertake any of 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, without the prior written consent of the Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, settlement of awards granted under Company Stock Plans that are disclosed Plans, (C) any shares of Stock of the Company issued to SoftBank Group Capital Limited or any of its affiliates (collectively, “SoftBank”) pursuant to the joint venture agreement, dated May 9, 2017 (as amended), by and between the Company and SoftBank, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (CE) any the filing by the Company of a Registration Statement any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plan described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, and (EF) up shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or licensing 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 issued pursuant to 5.0% clause (F) shall not exceed more than five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance sale of the Shares, Underwritten Shares pursuant to this Agreement and (y) each newly appointed director or executive officer that is a recipient of any such shares of Stock or securities issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions pursuant to clauses (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licensesB), and (D) or (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for during the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup enter into an agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 days after the date of the Prospectus (the “Restricted 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 file with, or submit to, 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 undertake make any of the foregoingoffer, sale, pledge, 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 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 Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise conversion of options or other equity awards, preferred stock outstanding on the date of this Agreement in each case, granted under Company Stock Plans that are disclosed connection with the offering contemplated by this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by shares of Stock of the Company issued upon the exercise or settlement of a Registration Statement on Form S-8 relating to options or other awards granted under Company Stock Plans outstanding as of the date of this Agreement, (D) any options and other awards granted under a Company Stock Plan, inducement award Plan or shares issued pursuant to an employee stock purchase plan that is disclosed plan, in each case as described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause the Prospectus, (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of filing by the Company outstanding as of the date of this Agreement and disclosed any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan or employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) any shares of Stock or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the Prospectus, aggregate number of shares issued pursuant to this clause (EF) up to 5.0% shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the SharesUnderwritten Shares pursuant hereto; provided, issued by the Company in connection with mergersfurther, acquisitions or commercial or strategic transactions (includingthat, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through C), (D) and (F), the Company shall cause each recipient that is a member of the Company’s board such shares of directors, executive officer of the Company Stock or a beneficial holder of 5.0% or more of the fully diluted capital stock other securities of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in and deliver a lock-up letter agreement on substantially the same terms as the lock-up agreements described in Section 6(k) hereof to the extent and for an executive officer or director the duration that such terms remain in effect at the time of the Company transfer and provide to the Company with notice extent not already executed and delivered by such recipients as of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverhereof.

Clear Market. For a period of 180 60 days after the date of the Prospectus (the “Restricted 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 undertake make any of offer, sale, pledge, disposition or filing (other than filings on Form S-8 relating to the foregoingCompany Stock Plans), 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 RepresentativesX.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx and Company, LLC, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed or stock appreciation rights described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by the Company of a Registration Statement on Form S-8 relating to options and other awards granted under a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plan described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of filing by the Company outstanding as of the date of this Agreement and disclosed any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, Prospectus and (E) up shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to 5.0% this clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A Underwritten Shares pursuant 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 90 days after the date of the Prospectus (the “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 hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, 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 undertake any of 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, without the prior written consent of the Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, settlement of awards granted under Company Stock Plans that are disclosed Plans, (C) any shares of Stock of the Company issued to SoftBank Group Capital Limited or any of its affiliates (collectively, SoftBank”) pursuant to the joint venture agreement, dated May 9, 2017 (as amended), by and between the Company and SoftBank, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (CE) any the filing by the Company of a Registration Statement any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plan described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (DF) any the issuance of up to $5,000,000 in shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of in connection with an acquisition transaction entered into prior to the date of this Agreement and disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus provided that the shares are issued in accordance with the terms of the applicable acquisition agreement, and (G) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or licensing agreements) or any acquisition of assets of not less than a majority or controlling portion of the Prospectusequity of another entity, provided that (Ex) up the aggregate number of shares issued pursuant to 5.0% clause (G) shall not exceed more than five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, issued by the Company in connection with mergers, 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), Underwritten Shares pursuant to this Agreement and (Fy) confidential submission with the Commission each newly appointed director or FINRA executive officer that is a recipient of any registration statement under the Securities Act; provided that in the case such shares of Stock or securities issued pursuant to clauses (B) through ), (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company ) or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for (G) during the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup enter into an agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 90 days after the date of the Prospectus (the “Restricted 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, 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 undertake make any of the foregoingoffer, sale, pledge, 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 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 and Xxxxxx Xxxxxxx & Co. LLC—provided, however, that the Representatives, other than foregoing restrictions in clauses (Ai) or (ii) will not apply to (1) the Shares to be sold hereunder, (B) hereunder and any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options (including performance-based options) or other equity warrants, or the vesting or settlement of restricted stock units or awards (including performance-based units or awards, in each case), granted under Company Stock Plans, (2) the grants of options or warrants (including performance-based options), or restricted stock units or awards (including performance-based units or awards), pursuant to Company Stock Plans (3) the establishment or amendment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of the Common Stock, provided that are disclosed in such plan does not provide for the Registration Statementtransfer of Common Stock during the Restricted Period and no public announcement or filing under the Exchange Act shall be required of, or voluntarily made by, or on behalf of, the Pricing Disclosure Package and ProspectusCompany regarding the establishment or amendment of such plan, (C4) any the filing by the Company of a Registration Statement any registration statement on Form S-8 relating to a Company Stock Plan, inducement award and (5) shares of Stock or employee stock purchase plan that is disclosed other securities issued in connection with a transaction (including the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed assumption of an employee benefit plan contemplated by as part of such transaction) with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (E), 5) shall not exceed five percent (D5%) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, issued by the Company in connection with mergers, 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), Underwritten Shares pursuant hereto and (Fy) confidential submission with the Commission or FINRA recipient of any registration statement under the Securities Act; provided that in the case such shares of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company Stock and securities issued pursuant to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of this clause (E), 5) during the Company 90-day restricted period described above shall cause each recipient to execute a lockup enter into an agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 90 days after the date of the Prospectus (the “Restricted 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 Ordinary Shares or any securities convertible into or exercisable or exchangeable for StockOrdinary Shares, or publicly disclose the intention to undertake make any of the foregoingoffer, 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 Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares 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, (B) any grants of options or other equity awards or issuances of shares of Stock Ordinary Shares of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Share Plans that are disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by Ordinary Shares of the Company issued upon exercise of a Registration Statement warrants or the conversion of securities outstanding on Form S-8 relating to a the date hereof, (D) the grant of options or other equity or equity-based awards under Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Share Plans described in the Registration Statement, the Pricing Disclosure Package and Prospectus the Prospectus, (E) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any assumed award pursuant to an employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of in effect on the date of this Agreement hereof and disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (F) the Prospectussale or issuance of or entry into an agreement to sell or issue Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares in connection with any (1) mergers, (E2) up acquisition of securities, businesses, property or other assets, (3) joint ventures, (4) strategic alliances, (5) partnerships with experts or other talent to 5.0develop products, (6) equipment leasing arrangements or (7) debt financing; provided, that the aggregate number of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (F) shall not exceed 5% of the total number of Ordinary Shares issued and outstanding shares of Common Stock immediately following the issuance completion of the Sharestransactions contemplated by this Agreement; and provided further, issued by the Company in connection with mergers, acquisitions that each recipient of Ordinary Shares or commercial securities convertible into or strategic transactions exercisable for Ordinary Shares pursuant to clauses (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licensesB), (C), (D) and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup lock-up agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a Without the prior written consent of the Representatives, the Company will not, during the period of 180 ending 90 days after the date of the Prospectus (the “Restricted Period”)Offering Memorandum, 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, 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 Stock, or publicly disclose the intention to undertake any of the foregoing, Common 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 securitiesCommon Stock, 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, without the prior written consent of the Representatives, other than (A1) the Shares issuance of equity based awards granted pursuant to the Company’s benefit plans existing on the date hereof that are referred to in the Offering Memorandum, as such plans may be sold hereunderamended, (B2) any grants of options or other equity awards or issuances the issuance of shares of Common Stock of the Company upon the exercise of options or other any such equity based awards, in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus, (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 that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D3) any shares of Common Stock stock of the Company issued upon the exercise, conversion or exchange of securities of the Company outstanding as of on the date of this Agreement and disclosed described in the Registration Statement, the Pricing Disclosure Package or the ProspectusTime of Sale Information, (E4) up the filing of a registration statement on Form S-8 relating to 5.0% of the total number of outstanding shares of Common Stock immediately following granted pursuant to the issuance Company’s equity incentive plans existing as of the SharesClosing Date, issued by the Company and (5) shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock issued, sold or delivered in connection with mergers, acquisitions or commercial any acquisition or strategic transactions investment (includingincluding any joint venture, without limitation, entry into joint ventures, marketing strategic alliance or distribution agreements partnership) as long as (x) the aggregate number of shares of Common Stock issued or collaboration agreements or acquisitions issuable does not exceed 5% of technology, assets or intellectual property licenses)the number of shares of Common Stock outstanding immediately after the issuance and sale of the Underwritten Securities, and (Fy) confidential submission each recipient of any such shares or other securities agrees to restrictions on the resale of such securities that are consistent with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described set forth in Section 6(k) Exhibit A hereof for an executive officer or director the remainder of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiver90-day restricted period.

Clear Market. For a period of 180 60 days after the date of the Prospectus (offering of the “Restricted Period”)Securities, 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 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 undertake make any of the foregoingoffer, 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, without the prior written consent of the Representatives, other than (A) the Shares Securities to be sold hereunder, ; (B) any grants of options or other equity awards or issuances of under existing employee stock option plans; (C) any shares of Common Stock of the Company issued upon the exercise of options or other equity awards, in each case, restricted stock units granted under Company Stock Plans that are disclosed in existing employee stock option plans; (D) the Registration Statement, the Pricing Disclosure Package and Prospectus, (C) any filing issuance by the Company of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, exercise of an option or warrant or the conversion or exchange of securities a security outstanding on the date hereof of which the Initial Purchasers have been advised in writing; (E) the performance of the transactions described in the Offering Memorandum under the header “Risk factors—Risks related to this offering and the notes—Any repurchases of our existing convertible notes may affect the value of the notes and our common stock,” and a registered offering of up to the aggregate number of shares of our common stock underlying the forward stock purchase transactions in connection with the Company’s request that any forward counterparty modify the settlement terms of its forward stock purchase transaction to provide for a payment in cash in lieu of the delivery of the applicable number of shares of Common Stock of the Company outstanding as to the Company to settle a portion of the date Company’s forward stock purchase transaction as described in “Risk factors—Risks related to this offering and the notes—Any modifications of this Agreement the existing forward stock purchase transactions may affect the value of the notes and disclosed our common stock and may result in unexpected market activity in the Registration Statementnotes and/or our common stock”; (F) the Private Placement; or (G) the issuance of shares of Common Stock (or options, warrants or convertible securities in respect of Common Stock) in connection with any merger or acquisition of securities, businesses, property or other assets, joint ventures, strategic alliances, technology development or equipment manufacturing arrangements or debt financing, provided that the Pricing Disclosure Package aggregate number of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock (on an as-converted or as-exercised basis, as the Prospectus, case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (EG) up to 5.0shall not exceed 5% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer Common Stock issued and outstanding immediately following the completion of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party theretotransactions contemplated herein; provided, further, that in the case any recipients of such Common Stock or securities convertible into or exchangeable for shares of Common Stock pursuant to this clause (E), the Company G) shall cause each recipient to execute a lockup lock-up agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 90 days after the date of the Prospectus (the “Restricted 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 hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, 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 undertake any of 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, without the prior written consent of the RepresentativesSVB Leerink LLC and Pxxxx Xxxxxxx & Co., other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by the Company of a Registration Statement on Form S-8 relating to options and other awards granted under a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plan described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of filing by the Company outstanding as of the date of this Agreement and disclosed any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, Prospectus and (E) up any shares of Stock of the Company, or any securities convertible into or exercisable or exchangeable for, Common Stock, or the entry into an agreement to 5.0issue shares of Stock of the Company, or any securities convertible into or exercisable or exchangeable for, shares of Stock, issued in connection with any merger, joint venture, strategic alliances, commercial or other collaborative transaction or the acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided, however, that the aggregate number of shares of Stock, or any securities convertible into or exercisable or exchangeable for Stock, that the Company may issue or agree to issue pursuant to this clause (E) shall not exceed 5% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company in connection with mergers, 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), Underwritten Shares pursuant hereto and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in (i) each newly appointed director or executive officer that is a recipient of any such shares of Stock or securities issued pursuant to clauses (B) or (C) and (ii) the case recipient of any such shares of Stock or securities issued pursuant to clause (E)) during the 90-day restricted period described above, the Company shall cause each recipient to execute a lockup enter into an agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 ninety (90) days after the date of the Prospectus (the “Restricted Period”)hereof, 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 Common Shares or any securities convertible into or exercisable or exchangeable for StockCommon Shares, or publicly disclose the intention to undertake make any of the foregoingoffer, 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 Common Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Common Shares or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesInitial Purchaser, other than (A) the Shares Securities to be sold hereunder, (B) the issuance of any grants of options or other equity awards or issuances of shares of Stock Common Shares upon conversion of the Company Securities, entry into the Call Spread Confirmations, any Common Shares issued upon exercise and settlement or termination of the warrant transactions evidenced by the Base Warrant Confirmations and any Additional Warrant Confirmations, restricted share awards, performance share awards and other awards granted pursuant to equity compensation plans of the Company, any Common Shares issued upon the exercise of options or other equity awards, in each case, pursuant to the vesting of awards granted under Company Stock Plans that are disclosed in equity compensation plans of the Registration StatementCompany, the Pricing Disclosure Package and Prospectus, (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 that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock Shares issued upon the exercise, conversion or exchange of convertible securities of the Company outstanding as of the date hereof or issued upon the exercise and settlement or termination of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% warrant transactions outstanding as of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued date hereof and evidenced by the Company warrant confirmations that were entered into in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiversuch convertible securities.

Clear Market. For a period of 180 60 days after the date of the Prospectus (the “Restricted 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 StockStock (“Lock-Up Securities”), or publicly disclose the intention to undertake make any of the foregoingoffer, 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 the RepresentativesLeerink Partners LLC and Xxxxx Fargo Securities, LLC, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, the conversion of a security outstanding on the date hereof and described in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any the grant of options or the issuance of Lock-Up Securities by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans in effect on the date hereof and described in the Pricing Disclosure Package and the Prospectus, (D) the filing by the Company of a Registration Statement registration statement with the Commission on Form S-8 relating or an amendment to a Company Stock Plan, inducement any such registration statement on file with the Commission in respect of any Lock-Up Securities issued under or the grant of any award or pursuant to an employee stock purchase benefit plan that is disclosed in effect on the Registration Statement, date hereof and described in the Pricing Disclosure Package and the Prospectus or (E) the sale or issuance of or entry into an agreement to sell or issue Lock-Up Securities in connection with any assumed employee benefit plan contemplated by (1) mergers, (2) acquisition of securities, businesses, properties or other assets, (3) joint ventures, or (4) strategic alliances; provided, that the aggregate number of Lock-Up Securities or securities convertible into or exercisable for Stock (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0shall not exceed 5% of the total number of outstanding shares of Common Stock issued and outstanding immediately following the issuance completion of the Sharestransactions contemplated by this Agreement; and provided further, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is of Lock-Up Securities or securities convertible into or exercisable for Stock pursuant to this clause (E) shall execute and deliver a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup lock-up agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient on or prior to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiversuch issuance.

Clear Market. For a period of 180 days after the date of the Prospectus (the “Restricted 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 file with, or submit to, 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 undertake make any of the foregoingoffer, sale, pledge, 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 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 RepresentativesX.X. Xxxxxx Securities LLC, Xxxxxxx Sachs & Co. LLC and Xxxxxxxxx LLC, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise conversion of options or other equity awards, convertible preferred stock outstanding on the date of this Agreement in each case, granted under Company Stock Plans that are disclosed connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by shares of Stock of the Company issued upon the exercise of a Registration Statement on Form S-8 relating to a options granted under Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plans as described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) any shares of Common Stock issued upon the exercise, conversion or exchange exercise of securities of the Company warrants outstanding as of on the date of this Agreement and disclosed as described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, (E) up any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (F) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to 5.0% a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (G) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or licensing 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 the shares issued pursuant to clause (G) shall not exceed more than five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, Underwritten Shares pursuant to this Agreement and (y) the recipient of any such shares of Stock or securities issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions pursuant to clauses (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licensesC), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for (E) and (G) during the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup enter into an agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 60 days after the date of the Prospectus (the “Restricted 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, 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 undertake any of 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 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, without the prior written consent of the RepresentativesUnderwriters, other than (A) the Shares to be sold hereunder, (B) any grants of options to purchase Common Stock or other equity awards granted under the Company Stock Plans, provided that such options to purchase Common Stock or issuances other equity awards (other than 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 Shares, or any shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, awards granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and ProspectusPlans, (C) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to any shares of Common Stock granted under any Company Stock Plan, (D) the issuance of securities in connection with the acquisition by the Company of the securities, business, property or other assets (other than the in-license of a single product candidate, which shall be subject to clause (E) below) of another person or entity, or pursuant to any employee benefit plans assumed by the Company in connection with any such acquisition or (E) the issuance of securities in connection with joint ventures, commercial relationships or other strategic transactions, provided that in the case of (E), prior to any issuance the Company shall cause each recipient of such securities to execute and deliver to the Underwriters a Lock-up Agreement substantially in the form of Exhibit A and provided further that any issuances pursuant to clauses (D) and (E) above shall not, in the aggregate, exceed 5% of the outstanding shares of Common Stock on the date hereof or (F) the filing by the Company of a Registration Statement on Form S-8 relating to a Company Stock Planuniversal shelf registration statement, inducement award or employee stock purchase plan provided that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange no sales of securities of are made under such registration statement during the Company outstanding as of 60-day period after the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 90 days after the date of the Prospectus (the “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 lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, 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 undertake any of 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, without the prior written consent of the Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise conversion of options or other equity awards, preferred stock outstanding on the date of this Agreement in each case, granted under Company Stock Plans that are disclosed connection with the offering contemplated by this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by shares of Stock of the Company issued upon the exercise or settlement of a Registration Statement on Form S-8 relating to a options or other awards granted under Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plans described in the Registration Statement, the Pricing Disclosure Package and Prospectus the Prospectus, or any assumed employee benefit plan contemplated by clause (E), (D) any shares conversion of Common Stock issued upon the exercise, conversion or exchange of convertible securities of the Company outstanding as of the date of this Agreement and disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any shares of Stock, options and other awards granted under a Company Stock Plan or shares issued pursuant to an employee stock purchase plan, in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) up the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to 5.0% a Company Stock Plan or employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) any shares of Stock or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed ten percent (10%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Underwritten Shares (plus the Option Shares if the Underwriters exercise their option to purchase such Option Shares) pursuant hereto on a fully-diluted basis; provided, issued by the Company in connection with mergersfurther, acquisitions or commercial or strategic transactions (includingthat, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through ), (C), (D) and (F), the Company shall cause each recipient newly appointed director or executive officer that is a member recipient of the Company’s board such shares of directors, executive officer of the Company Stock or a beneficial holder of 5.0% or more of the fully diluted capital stock other securities of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in and deliver a lock-up letter agreement on substantially the same terms as the lock-up agreements described in Section 6(k6(l) hereof to the extent and for an executive officer or director the duration that such terms remain in effect at the time of the Company transfer and provide to the Company with notice extent not already executed and delivered by such recipients as of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverhereof.

Clear Market. For a period of 180 90 days after the date of the Prospectus (the “Restricted 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 undertake make any of the foregoingoffer, 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 shares of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed or warrants described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by the Company of a Registration Statement on Form S-8 relating to a options and other awards granted under Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plans described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to the shares of Common Stock issued upon the exercise, conversion granted pursuant to or exchange of securities of the reserved for issuance under Company outstanding as of the date of this Agreement and disclosed Stock Plans described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, Prospectus and (E) up 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 5.0% this clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A Underwritten Shares pursuant 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 days after the date of the Prospectus (the “Restricted 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, 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 undertake any of 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, or publicly disclose the intention to undertake any of the transactions described in clause (i) or (ii), 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, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise conversion of options or other equity awards, convertible preferred stock and convertible promissory notes outstanding on the date of this Agreement in each case, granted under Company Stock Plans that are connection with the transactions contemplated by this Agreement and as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by shares of capital stock of the Company issued upon the exercise of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed warrants described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) any shares of Common Stock of the Company issued upon the exercise, conversion vesting or exchange settlement of securities options or other awards granted under Company Equity Plans or pursuant to any employee stock purchase plan of the Company outstanding as of the date of this Agreement and disclosed Company, in each case described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, (E) up to 5.0% any options, shares of Stock and other awards granted under a Company Equity Plan or employee stock purchase plan of the total number Company, in each case described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (F) the filing by the Company of outstanding shares of Common Stock immediately following any registration statement on Form S-8 or a successor form thereto relating to a Company Equity Plan or employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (G) the issuance of the Shares, issued securities by the Company in connection with mergers, acquisitions or commercial or strategic transactions (including, including without limitation, entry into joint ventures, marketing or distribution agreements or arrangements, collaboration agreements or acquisitions of technology, assets or intellectual property licenseslicense agreements), provided that the aggregate number of shares issued pursuant to this clause (G) does not exceed 5% of the Company’s securities outstanding as of the date hereof issued by the Company; provided that the recipient of any such shares of Stock or securities issued pursuant to clauses (B), (C), (D), (E), and (FG) confidential submission with during the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company 180-day restricted period described above shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup enter into an agreement for the remainder of the Restricted Period substantially in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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(k6(m) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service or through other means permitted by FINRA at least two business days before the effective date of the release or waiver, if required by FINRA Rule 5131.

Clear Market. For a period of 180 days after the date of the Prospectus (the “Restricted 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 make a non-confidential submission to, 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 undertake any of 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 RepresentativesX.X. Xxxxxx Securities LLC, other than (Aa) the Shares to be sold hereunder, (Bb) any grants of options or other equity awards or issuances of shares of Common Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and ProspectusPlans, (Cc) any filing by the Company of a Registration Statement on Form S-8 relating to a Company Stock PlanPlan or inducement award, inducement award or employee stock purchase plan that is disclosed (d) any equity awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company such grant to execute and deliver to X.X. Xxxxxx Securities LLC a lockup lock-up agreement for the Restricted Period substantially in the form of Exhibit A D hereto prior to such grant if such recipient has not already a party theretodelivered one and (e) any offer, issuance or other transfer relating to the Reorganization Transactions; provided, further, provided that in the case of clause (E), the Company shall cause each recipient recipients of substantially all of the Common Stock issued in the Reorganization Transactions to execute and deliver to X.X. Xxxxxx Securities LLC a lockup lock-up agreement for the Restricted Period substantially in the form of Exhibit A heretoD hereto prior to such offer, issuance or other transfer if such recipient has not already delivered one. If the RepresentativesX.X. Xxxxxx Securities LLC, in their its sole discretion, agree agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 6(k8(m) hereof for an executive officer or director of the Company and provide provides the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 90 days after the date of the Prospectus (the “Restricted 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 (other than Registration Statements on Form S-8) 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 undertake make any of the foregoingoffer, 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 the Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares Ordinary Shares pursuant to the conversion or exchange of Stock of the Company upon convertible or exchangeable securities, the exercise of options warrants or other equity awardsoptions, or otherwise pursuant to awards granted under the Company Stock Plans, in each case, granted under Company Stock Plans that are disclosed in case outstanding on the Registration Statement, the Pricing Disclosure Package and Prospectusdate hereof, (C) any filing by grants of options, Ordinary Shares, restricted stock units or awards and other awards pursuant to the Company terms of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award Plan in effect on the date hereof or employee stock purchase plan that is disclosed in issuances of Ordinary Shares pursuant to the Registration Statement, the Pricing Disclosure Package and Prospectus exercise of such options or any assumed employee benefit plan contemplated by clause (E)pursuant to such awards, (D) entry into any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following agreement providing for the issuance of Ordinary Shares or any security convertible into or exercisable for Ordinary Shares in connection with the Sharesacquisition by the Company or any of its subsidiaries of the securities, issued business, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with mergerssuch acquisition, acquisitions and the issuance of any such securities pursuant to any such agreement or commercial or strategic transactions (including, without limitation, E) entry into any agreement providing for the issuance of Ordinary Shares or any security convertible into or exercisable for Ordinary Shares in connection with joint ventures, marketing commercial relationships or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses)other strategic transactions, and (F) confidential submission with the Commission or FINRA issuance of any registration statement under the Securities Actsuch securities pursuant to any such agreement; provided that in the case of clauses (BD) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause and (E), the aggregate number of shares of Ordinary Shares that the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto. If the Representatives, in their sole discretion, may sell or issue or agree to release sell or waive the restrictions set forth in a lock-up letter described in Section 6(kissue pursuant to clauses (D) hereof for an executive officer or director and (E) shall not exceed [ ]% of the Company total number of Ordinary Shares issued and provide outstanding immediately following the Company with notice completion of the impending release or waiver substantially in the form of 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 transactions contemplated by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverthis Agreement.

Clear Market. For a period of 180 days after the date of the Prospectus (the “Restricted 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 make a non-confidential submission to, 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 undertake any of 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 RepresentativesX.X. Xxxxxx Securities LLC, other than (Aa) the Shares to be sold hereunder, (Bb) any grants of options or other equity awards or issuances of shares of Common Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and ProspectusPlans, (Cc) any filing by the Company of a Registration Statement on Form S-8 relating to a Company Stock PlanPlan or inducement award, inducement award or employee stock purchase plan that is disclosed (d) any equity awards granted under a Company Stock Plan as described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company such grant to execute and deliver to X.X. Xxxxxx Securities LLC a lockup lock-up agreement for the Restricted Period substantially in the form of Exhibit A D hereto prior to such grant if such recipient has not already a party theretodelivered one and (e) any offer, issuance or other transfer relating to the Reorganization Transactions; provided, further, provided that in the case of clause (E), the Company shall cause each recipient under the Reorganization Transactions to execute and deliver to X.X. Xxxxxx Securities LLC a lockup lock-up agreement for the Restricted Period substantially in the form of Exhibit A heretoD hereto prior to such offer, issuance or other transfer if such recipient has not already delivered one. If the RepresentativesX.X. Xxxxxx Securities LLC, in their its sole discretion, agree agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 6(k8(m) hereof for an executive officer or director of the Company and provide provides the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 30 days after the date of the Prospectus (the “Restricted 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, 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 (collectively with the Stock, the “Lock-Up Securities”), or publicly disclose the intention to undertake any of 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 securitiesLock-Up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securitiesLock-Up Securities, in cash or otherwise, without the prior written consent of the Representatives, other than Underwriter. The restrictions contained in the preceding sentence shall not apply to (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances the issuance by the Company of shares of Stock upon the conversion or exchange of the Company convertible, exchangeable or exercisable securities, including upon the exercise of options or other equity awardswarrants in connection with a redemption of such warrants by the Company, in each case, granted under Company Stock Plans that are disclosed outstanding as of the date of this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing the issuance by the Company of a Registration Statement on Form S-8 relating options to a Company purchase shares of Stock Planand other equity incentive compensation, inducement award including restricted stock or employee restricted stock purchase plan that is disclosed units, under stock option or similar plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any assumed employee benefit plan contemplated under stock option or similar plans of companies acquired by clause (E)the Company in effect on the date of acquisition, (D) any shares of Common Stock issued upon the exercise, conversion exercise of options granted under such stock option or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed similar plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under stock option or similar plans of companies acquired by the ProspectusCompany in effect on the date of acquisition, (E) up the filing by the Company of any registration statement on Form S-8 with the Commission relating to 5.0the offering of securities pursuant to the terms of such stock option or similar plans, (F) the issuance by the Company of Lock-Up Securities in connection with an acquisition or business combination, provided that the aggregate number of shares of Stock issued pursuant to this clause (F) during the Lock-Up Period shall not exceed 5% of the total number of outstanding shares of Common Stock immediately following issued and outstanding on the issuance closing date of the Shares, issued by the Company in connection with mergers, 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)offering, and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that further that, in the case of clauses any issuance pursuant to this clause (B) through (DF), any recipient of shares of Stock shall have executed and delivered to the Underwriter a lock-up agreement in the form attached as Exhibit A without the prior written consent of the Underwriter, (G) the redemption by the Company shall cause each recipient that is of warrants, whether for delivery of shares of Stock or in cash, (H) establishing or facilitating the establishment of a member of the Company’s board of directors, executive officer trading plan on behalf of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; providedstockholder, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) for the transfer of Lock-Up Securities, provided that (1) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and provide (2) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company with notice regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period, (I) facilitating the transfer of Lock-Up Securities pursuant to a trading plan pursuant to Rule 10b5-1 that has been entered into on behalf of the impending release Company or waiver a stockholder, officer or director of the Company, and only Lock-Up Securities scheduled for sale thereunder, prior to the date hereof; provided that (1) the existence of such trading plan under Rule 10b5-1 was communicated to the Underwriter prior to the execution of this Agreement, (2) such trading plan under Rule 10b5-1 will not be amended or otherwise modified to increase shares scheduled for sale thereunder during the Lock-Up Period and (3) any filings under the Exchange Act or public announcements made in connection with this clause (I) shall include an explanatory footnote stating the nature of the transfer and (J) the filing by the Company of any registration statement with respect to the registration of securities to be resold by stockholders of the Company as required by the registration rights agreement dated as of November 1, 2021 and not prohibited by the restrictions set forth in the agreements substantially in the form of attached as Exhibit A hereto to be entered into by the persons listed in Annex 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 hereto through a major news service at least two business days before the effective date of the release or waiverhereto.

Clear Market. For a period of 180 days (“Restricted Period”) after the date of the Prospectus (the “Restricted 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, 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 undertake make any of the foregoingoffer, sale, pledge, 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 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 RepresentativesXxxxxx Xxxxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, other than (A) the Shares to be sold hereunder, ; (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise or settlement of options or other equity awards, in each case, awards granted under any stock-based compensation plans of the Company Stock Plans that are and its subsidiaries as disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus, the Prospectus (the “Company Stock Plans”); (C) any filing the grant by the Company of awards under Company Stock Plans, (D) the filing of a Registration Statement registration statement on Form S-8 relating to a (or equivalent form) in connection with any Company Stock Plan, inducement award (E) the issuance of share 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, (F) any shares of Class A common stock purchase plan that is to be issued upon conversion of Class B common stock outstanding on the Closing Date and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon in accordance with the exercise, conversion or exchange of securities terms of the Company outstanding as Company’s amended and restated certificate of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package incorporation or the Prospectus, (EG) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company shares of Stock or other securities (including securities convertible into shares of Stock) in connection with mergers, acquisitions or commercial or strategic transactions (including, without limitation, entry into joint ventures, marketing commercial relationships or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Actother strategic transactions; provided that that, in the case of clauses (BE), (F) through and (DG), the Company shall cause each recipient that is a member aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the Company’s board of directors, executive officer outstanding Stock of the Company or a beneficial holder of 5.0% or more following the offering of the fully diluted capital stock Shares and any recipients of such Shares shall execute and deliver to the Company to execute Representatives a lockup lock-up agreement for the remainder of the Restricted Period substantially in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A C hereto. If the RepresentativesXxxxxx Xxxxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, in their sole discretion, agree to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 6(k8(l) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B A 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 B hereto 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 180 60 days after the date of the Prospectus (the “Restricted 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 StockStock (“Lock-Up Securities”), or publicly disclose the intention to undertake make any of the foregoingoffer, 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 the RepresentativesX.X. Xxxxxx Securities LLC and SVB Leerink LLC, other than (Ai) the Shares to be sold hereunder, (Bii) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, the conversion of a security outstanding on the date hereof and described in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Ciii) any the grant of options or the issuance of Lock-Up Securities by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans in effect on the date hereof and described in the Pricing Disclosure Package and the Prospectus, (iv) the filing by the Company of a Registration Statement registration statement with the Commission on Form S-8 relating or an amendment to a Company Stock Plan, inducement any such registration statement on file with the Commission in respect of any Lock-Up Securities issued under or the grant of any award or pursuant to an employee stock purchase benefit plan that is disclosed in effect on the Registration Statement, date hereof and described in the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (Dv) any shares the sale and issuance of Common Stock issued upon pursuant to the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed concurrent private placement described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, or (Evi) up the sale or issuance of or entry into an agreement to 5.0sell or issue Lock-Up Securities in connection with any (1) mergers, (2) acquisition of securities, businesses, properties or other assets, (3) joint ventures, or (4) strategic alliances; provided, that the aggregate number of Lock-Up Securities or securities convertible into or exercisable for Stock (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (v) shall not exceed 5% of the total number of outstanding shares of Common Stock issued and outstanding immediately following the issuance completion of the Sharestransactions contemplated by this Agreement; and provided, issued by the Company in connection with mergersfurther, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is of Lock-Up Securities or securities convertible into or exercisable for Stock pursuant to this clause (v) shall execute and deliver a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup lock-up agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient on or prior to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiversuch issuance.

Clear Market. For a period of 180 days after the date of the Prospectus (the “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 lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, 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 undertake any of 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, without the prior written consent of the Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise conversion of options or other equity awards, preferred stock outstanding on the date of this Agreement in each case, granted under Company Stock Plans that are disclosed connection with the offering contemplated by this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by shares of Stock of the Company issued upon the exercise or settlement of a Registration Statement on Form S-8 relating to a options or other awards granted under Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plans described in the Registration Statement, the Pricing Disclosure Package and Prospectus the Prospectus, or any assumed employee benefit plan contemplated by clause (E), (D) any shares conversion of Common Stock issued upon the exercise, conversion or exchange of convertible securities of the Company outstanding as of the date of this Agreement and disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any shares of Stock, options and other awards granted under a Company Stock Plan or shares issued pursuant to an employee stock purchase plan, in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) up the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to 5.0% a Company Stock Plan or employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) any shares of Stock or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed ten percent (10%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Underwritten Shares (plus the Option Shares if the Underwriters exercise their option to purchase such Option Shares) pursuant hereto on a fully-diluted basis; provided, issued by the Company in connection with mergersfurther, acquisitions or commercial or strategic transactions (includingthat, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through ), (C), (D) and (F), the Company shall cause each recipient that is a member of the Company’s board such shares of directors, executive officer of the Company Stock or a beneficial holder of 5.0% or more of the fully diluted capital stock other securities of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in and deliver a lock-up letter agreement on substantially the same terms as the lock-up agreements described in Section 6(k6(l) hereof to the extent and for an executive officer or director the duration that such terms remain in effect at the time of the Company transfer and provide to the Company with notice extent not already executed and delivered by such recipients as of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverhereof.

Clear Market. For a period of 180 90 days after the date of the Prospectus (the “Restricted 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, lend purchase or otherwise transfer transfer, dispose of or dispose ofhedge, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any common shares of Stock the Company or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any common shares of the foregoing, Company 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 securitiescommon shares of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock common shares of the Company 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, (B) any grants the grant of options awards pursuant to employee benefit plans or other equity awards arrangements described in the Registration Statement, the Time of Sale Information and the Prospectus or issuances approved by the Company’s shareholders after the date hereof, including in connection with the settlement of shares of Stock of the Company restricted share units, (C) upon the exercise of options an option or other equity awards, in each case, granted under Company Stock Plans that are upon conversion or exchange of convertible or exchangeable securities disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (CD) the issuance of securities pursuant to any filing by the Company of a Registration Statement registration statement on Form S-8 relating pursuant to a Company Stock Plan, inducement award any benefit plans or employee stock purchase plan that is arrangements disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus or any assumed employee benefit plan contemplated approved by clause the Company’s shareholders after the date hereof and (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities issuance of the Company Company’s common shares in connection with the acquisition of the assets of, or a majority or controlling portion of the equity of, or a joint venture with, another entity, provided, however that (i) the aggregate number of shares so issued, considered individually and together with all such previous acquisitions or joint ventures, if any, announced during the 90-day restricted period, shall not exceed 20% of the Company’s common shares issued and outstanding as of the date of this Agreement each acquisition agreement or joint venture agreement, as the case may be, and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (Eii) up prior to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Sharessuch shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directorssuch shares shall agree in writing with you, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup in an agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto. If be agreed to by the Representatives, in their sole discretionnot to sell, agree to release offer, dispose or waive otherwise transfer any such shares or options during the restrictions set forth in a lock90-up letter described in Section 6(k) hereof for an executive officer or director day restricted period, without the prior written consent of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus (the “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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, 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 undertake any of 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 RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise conversion of options or other equity awards, convertible preferred stock outstanding on the date of this Agreement in each case, granted under Company Stock Plans that are disclosed connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, (D) any options and other awards granted under a Company Stock Plan, (E) the filing by the Company of a Registration Statement any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan, inducement award (F) shares of Stock or employee stock purchase plan other securities issued in connection with a transaction with an unaffiliated third party that is disclosed in the Registration Statementincludes a bona fide commercial relationship (including joint ventures, the Pricing Disclosure Package and Prospectus marketing or distribution arrangements, collaboration agreements or licensing agreements) or any assumed employee benefit plan contemplated by 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 the shares issued pursuant to clause (E), F) shall not exceed more than ten percent (D10%) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the SharesUnderwritten Shares pursuant to this Agreement, and (y) the recipient of any such shares of Stock or securities issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions pursuant to clauses (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licensesB), (C), (D) and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for during the Restricted Period shall enter into (if it has not previously entered into) an agreement substantially in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A D hereto. If the RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(k6(l) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 90 days after the date of the Prospectus (the “Restricted 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 undertake make any of offer, sale, pledge, disposition or filing (other than filings on Form S-8 relating to the foregoingCompany Stock Plans), 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 Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise conversion of options or other equity awards, convertible preferred stock outstanding on the date of this Agreement in each case, granted under Company Stock Plans that are disclosed connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by shares of Stock of the Company issued upon the exercise of a Registration Statement on Form S-8 relating to a options granted under Company Stock Plan, inducement award Plans or employee stock purchase plan that is disclosed appreciation rights described as outstanding in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) any shares of Common options and other awards granted under a Company Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed Plan described in the Registration Statement, the Pricing Disclosure Package or and the Prospectus, (E) up the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to 5.0% a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A Underwritten Shares pursuant 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 days after the date of the Prospectus (the “Restricted 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, lend purchase or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exchangeable or exercisable or exchangeable for any Stock, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole transfers all or in part, any a portion of the economic consequences of associated with the ownership of the any 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 RepresentativesX.X. Xxxxxx Securities LLC, other than (Aa) the Shares to be sold hereunder, (Bb) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans, (c) the grant or issuance by the Company of employee, consultant, or director stock options or restricted stock in the ordinary course of business under the Company Stock Plans that are disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Cd) any filing by the Company of a Registration Statement shares registered on Form S-8 relating to a the Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plans described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (Ee) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of securities in connection with the Sharesacquisition by the Company or any of its subsidiaries of the securities, issued businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with mergersany such acquisition, acquisitions or commercial or strategic transactions (including, without limitation, entry into f) the issuance of securities in connection with joint ventures, marketing commercial relationships, or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Actother strategic transactions; provided that that, (x) in the case of clauses (Be) through and (Df), the Company shall cause each recipient that is a member aggregate number of shares issued in all such acquisitions and transactions taken together does not exceed 5% of the Company’s board outstanding common stock following the offering of directorsCommon Stock contemplated by this Agreement and (y) each person to whom such shares or securities are issued or granted pursuant to clauses (b), executive officer of (c), (d), (e) and (f) during the Company 180-day restriction period described above executes or has executed a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup “lock-up” agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A D hereto. If the RepresentativesX.X. Xxxxxx Securities LLC , in their its sole discretion, agree agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(k6(n) hereof for an executive officer or director of the Company and provide provides the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 90 days after the date of the Prospectus (the “Restricted 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 file with, or submit to, or file with, the Commission a registration statement under the Securities Act (other than registration statements on Form S-8 under the Securities Act relating to, to Lock-Up Securities (as defined below) granted or to be granted pursuant to the terms of any Company Stock Plan or inducement award disclosed in the Pricing Disclosure Package relating to any shares of Stock or any securities convertible into or exercisable or exchangeable for StockStock (“Lock-Up Securities”), or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, 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 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 RepresentativesSVB Leerink LLC, Pxxxx Xxxxxxx & Co. and Cantor Fxxxxxxxxx & Co., other than (A) grants of employee stock options, restricted stock units or other equity-based awards pursuant to the terms of any Company Stock Plan or inducement award disclosed in the Pricing Disclosure Package, (B) issuances of Lock-Up Securities pursuant to the exercise of options, vesting of restricted stock units or exercise or vesting of other equity-based awards, in each case granted pursuant to any Company Stock Plan or inducement award disclosed in the Pricing Disclosure Package, (C) the Shares to be sold hereunder, (BD) issuances of Lock-Up Securities or securities exercisable for, convertible into or exchangeable for Lock-Up Securities in connection with any grants of options acquisition, collaboration, licensing or other equity awards joint venture or issuances of shares of Stock of strategic transaction or any debt financing transaction involving the Company upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus, (C) any filing by the Company of a Registration Statement on Form S-8 relating pursuant to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed an employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued assumed by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Actsuch transaction; provided that in the case of clauses (B) through clause (D), the Company that such issuances shall cause each recipient that is a member not be greater than 7.5% of the Company’s board then outstanding shares of directors, executive officer Common Stock and the recipients of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company such Lock-Up Securities agree to execute be bound by a lockup agreement for the Restricted Period letter in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient executed by directors and officers pursuant to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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(k6(m) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverhereof.

Clear Market. For a period of 180 60 days after the date of the Prospectus (the “Restricted 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 file with, or submit to, 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 undertake make any of the foregoingoffer, 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 the Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted under pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans that are disclosed Plans”) described in the Registration Statement, the Pricing Disclosure Package and Prospectus, (C) any filing by the Company Prospectus or upon the exercise of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed warrants described in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (DC) any shares of Common options and other awards granted under Company Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to the shares of Stock granted pursuant to or reserved for issuance under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) up the filing by the Company of any registration statement or any amendment thereto relating to the resale of securities described in the registration statement on Form S-3 filed by the Company on January 7, 2021 and (F) shares of Stock or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock issued pursuant to this clause (F) shall not exceed 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares, issued by the Company in connection with mergers, 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), Underwritten Shares pursuant hereto and (Fy) confidential submission with the Commission or FINRA recipient of any registration statement under the Securities Act; provided that in the case such shares of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company Stock and securities issued pursuant to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of this clause (E), ) during the Company 60-day restricted period described above shall cause each recipient to execute a lockup enter into an agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 90 days after the date of the Prospectus (the “Restricted 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, 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 (collectively with the Stock, the “Lock-Up Securities”), or publicly disclose the intention to undertake any of 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 securitiesLock-Up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securitiesLock-Up Securities, in cash or otherwise, without the prior written consent of the Representatives, other than . The restrictions contained in the preceding sentence shall not apply to (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances the issuance by the Company of shares of Stock upon the conversion or exchange of convertible, exchangeable or exercisable securities outstanding as of the Company upon the exercise date of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing the issuance by the Company of a Registration Statement on Form S-8 relating options to a Company purchase shares of Stock Planand other equity incentive compensation, inducement award including restricted stock or employee restricted stock purchase plan that is disclosed units, under stock option or similar plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any assumed employee benefit plan contemplated under stock option or similar plans of companies acquired by clause (E)the Company in effect on the date of acquisition, (D) any shares of Common Stock issued upon the exercise, conversion exercise of options granted under such stock option or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed similar plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under stock option or similar plans of companies acquired by the ProspectusCompany in effect on the date of acquisition, (E) up the filing by the Company of any registration statement on Form S-8 with the Commission relating to 5.0the offering of securities pursuant to the terms of such stock option or similar plans and (F) the issuance by the Company of Lock-Up Securities in connection with an acquisition or business combination, provided that the aggregate number of shares of Stock issued pursuant to this clause (F) during the Lock-Up Period shall not exceed 5% of the total number of outstanding shares of Common Stock immediately following issued and outstanding on the issuance closing date of the Shares, issued by the Company in connection with mergers, 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)offering, and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that further that, in the case of clauses any issuance pursuant to this clause (B) through (DF), any recipient of shares of Stock shall have executed and delivered to the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in Representatives a lock-up letter described in Section 6(k) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially agreement in the form of attached as Exhibit B hereto at least three business days before A without the effective date prior written consent 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 hereto through a major news service at least two business days before the effective date of the release or waiver.Representatives;

Clear Market. For a period of 180 90 days after the date of the Prospectus (the “Restricted 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 Ordinary Shares or any securities convertible into or exercisable or exchangeable for StockOrdinary Shares, or publicly disclose the intention to undertake make any of the foregoingoffer, 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 Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesRepresentative, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock Ordinary Shares of the Company issued upon the exercise of options or other equity awards, in each case, granted under Company Stock Share Plans that are disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by Ordinary Shares of the Company issued upon exercise of a Registration Statement warrants or the conversion of securities outstanding on Form S-8 relating to a the date hereof, (D) the grant of options or other equity or equity-based awards under Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Share Plans described in the Registration Statement, the Pricing Disclosure Package and Prospectus the Prospectus, (E) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any assumed award pursuant to an employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of in effect on the date of this Agreement hereof and disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (F) the Prospectussale or issuance of or entry into an agreement to sell or issue Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares in connection with any (1) mergers, (E2) up acquisition of securities, businesses, property or other assets, (3) joint ventures, (4) strategic alliances, (5) partnerships with experts or other talent to 5.0develop products, (6) equipment leasing arrangements or (7) debt financing; provided, that the aggregate number of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (F) shall not exceed 5% of the total number of Ordinary Shares issued and outstanding shares of Common Stock immediately following the issuance completion of the Sharestransactions contemplated by this Agreement; and provided further, issued by the Company in connection with mergers, acquisitions that each recipient of Ordinary Shares or commercial securities convertible into or strategic transactions exercisable for Ordinary Shares pursuant to clauses (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licensesB), (C), (D) and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup lock-up agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 through and including 90 days after the date of the Prospectus (the “Restricted 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 undertake make any of the foregoingoffer, 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 any two of the Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise or settlement of options or other equity awards, in each case, granted under Company Stock Plans, (C) the grant by the Company of awards under Company Stock Plans that are as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (CD) any the filing by the Company of a Registration Statement registration statement on Form S-8 relating to a Company Stock Plan, inducement award (or equivalent form) with the Commission in connection with an employee stock purchase compensation plan that or agreement of the Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the Sharesacquisition by the Company or any of its subsidiaries of the securities, issued businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with mergers, acquisitions any such acquisition or commercial (F) the issuance of shares of Stock or strategic transactions other securities (including, without limitation, entry including securities convertible into shares of Stock) in connection with joint ventures, marketing commercial relationships or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Actother strategic transactions; provided that that, in the case of clauses (BE) through and (DF), the Company shall cause each recipient that is a member aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 10% of the Company’s board of directors, executive officer issued and outstanding Stock of the Company or on the Closing Date and any recipients of such Shares shall deliver a beneficial holder of 5.0% or more of “lock-up” agreement substantially to the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period Representatives in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 90 days after the date of the Prospectus (the “Restricted Period”), the Company will not not, without the prior written consent of X.X. Xxxxxx Securities LLC (“JPM”), (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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, 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 undertake any of the foregoing, or (ii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesCommon Stock, 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, without otherwise or (iii) file any registration statement with the prior written consent Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence shall not apply to (a) the sale of the RepresentativesShares under this Agreement, other than (Ab) the Shares to be sold hereunderoffering, sale or issuance of securities upon conversion of the Company’s outstanding convertible debt securities described in the Registration Statement and Prospectus, (Bc) filings on Form S-8 relating to the Company Stock Plans described in the Registration Statement and Prospectus and any grants of options or other equity awards or issuances of shares of Common Stock of the Company issued upon the exercise of options or other equity awards, in each case, awards granted under Company Stock Plans, or (d) the issuance of Common Stock and the granting of stock options pursuant to the Company Stock Plans that are disclosed described in the Registration Statement, the Pricing Disclosure Package and Prospectus, (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 that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit document incorporated by reference in any of the foregoing, or (e) the establishment of a trading plan contemplated by clause (E), (D) any pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock issued upon Stock, provided that (i) such plan does not provide for the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares transfer of Common Stock immediately following during the issuance Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of the Shares, issued or voluntarily made by the Company in connection with mergersregarding the establishment of such plan, acquisitions such announcement or commercial or strategic transactions (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions filing shall include a statement to the effect that no transfer of technology, assets or intellectual property licenses), and (F) confidential submission with Common Stock may be made under such plan during the Commission or FINRA of Restricted Period. During any registration statement under the Securities Act; provided that in the case of clauses (B) through (D)such restricted period, the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company not waive or a beneficial release any holder of 5.0% shares of Stock or more of the fully diluted capital stock of the Company to execute a any securities convertible into or exercisable or exchangeable for Stock from any market standoff or lockup restrictions arising under any agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of between the Company and provide such holder of shares of Stock or other such securities, including without limitation stock option agreements, without the Company with notice prior written consent of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverJPM.

Clear Market. For a period of 180 days after the date of the Prospectus (the “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, 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 undertake any of 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 Representatives, other than the (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other any equity awards, in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus, (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 that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock the Company’s securities immediately following the issuance of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses clause (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party theretohereto; provided, further, provided further that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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(k6(l) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 45 days after the date of the Prospectus (the “Restricted 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 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 undertake make any of the foregoingoffer, 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 each of the Representatives, other than (Aa) the Shares to be sold hereunder, (Bb) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, granted the vesting and/or delivery of awards issued under the Company Stock Plans that are disclosed existing on the date hereof or grants of awards to directors and newly hired employees in the Registration Statement, ordinary course of business consistent with past practice under the Pricing Disclosure Package and ProspectusCompany Plans existing on the date hereof, (Cc) any as consideration for the redemption or exchange of limited liability company interests in the Operating Company in accordance with the Limited Liability Company Agreement, as amended, of the Operating Company, or (d) shares of Common Stock issuable in connection with the Company’s joint venture arrangement with affiliates of KSL Capital Partners, LLC relating to the JW Marriott Essex House Hotel and the filing by the Company of a Registration Statement on Form S-8 relating registration statement and/or a prospectus under the Securities Act with respect to a the foregoing issuance, or (e) shares of Common Stock and/or limited liability company interests of the Operating Company Stock Plan, inducement award or employee stock purchase plan that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any convertible into shares of Common Stock issued upon in connection with one or more acquisitions by the exercise, conversion Company or exchange of securities its subsidiaries of the Company outstanding as assets or capital stock of another person or entity, whether through merger, asset acquisition, stock purchase or otherwise, and the date filing of this Agreement and disclosed a registration statement and/or a prospectus under the Securities Act relating to the securities issued in connection with any of such transactions, provided that the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total aggregate number of outstanding shares of Common Stock immediately following issued in such transactions (assuming the conversion to shares of Common Stock of all limited liability company interests of the Operating Company issued in connection with all such transactions) shall not exceed 10% of the Stock and that such shares of Common Stock shall be subject to the terms of the lock-up agreement set forth in Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days of the 45-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 45-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 45-day restricted period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the Sharesearnings release or the occurrence of the material news or material event; provided, issued however, that no such extension will apply if, within three business days prior to the 15th calendar day prior to the expiration date of the 45-day restricted period, the Company delivers a certificate, signed by the Chief Financial Officer of the Company, certifying on behalf of the Company that (i) the shares of Common Stock are “actively traded securities” (as defined in connection with mergers, 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 licensesRegulation M), and (Fii) confidential submission with the Commission or FINRA Company meets the requirements set forth in paragraph (a)(1) of any registration statement Rule 139 promulgated under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 90 days after the date of the Prospectus (Statutory Prospectus, without the “Restricted Period”)prior written consent of the Representative, the Company will not (i1) offer, pledge, announce the intention to sell, issue, 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 make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock ADSs or any securities convertible into or into, exercisable or exchangeable for Stockor that represent the right to receive Ordinary Shares or ADSs (the “Lock-Up Securities”); (2) file, or publicly disclose announce the intention to undertake file, any of the foregoingregistration statement with respect to any Lock-Up Securities, or (ii3) 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 securitiesLock-Up Securities, whether any such transaction described in clause (i1), (2) or (ii3) above is to be settled by delivery of Stock Ordinary Shares or ADSs or such other securities, in cash or otherwise. Notwithstanding the foregoing, without the prior written consent of the RepresentativesCompany may (i) issue, other than (A) the Shares sell and/or transfer Lock-Up Securities pursuant to be sold hereunderthis Agreement, (Bii) any grants of options or other equity awards or issuances of shares of Stock of the Company issue Lock-Up Securities upon the exercise of options an option or other equity awards, in each case, granted under Company Stock Plans that are disclosed warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Ciii) any issue and sell Lock-Up Securities pursuant to, or the filing by the Company of a Registration Statement registration statement on Form S-8 relating to a Company Stock Planin respect of, inducement award or any employee stock purchase option plan, incentive plan, stock ownership plan that is disclosed or dividend reinvestment plan of the Company existing on the date of this Agreement and described in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectus and Prospectus or any assumed employee benefit plan contemplated by clause (E)the Prospectus, (D) any shares provided that such securities are non-transferrable for a period of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of 90 days after the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Statutory Prospectus, (Eiv) up to 5.0issue Lock-Up Securities after 45 days from the date of the Statutory Prospectus in connection with an acquisition or strategic investment (including any joint venture, strategic alliance or partnership) as long as (x) the aggregate number of Lock-Up Securities issued or issuable does not exceed 5% of the total number of Ordinary Shares outstanding shares of Common Stock immediately following after the issuance and sale of the Shares, issued by the Company in connection with mergers, 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)Lock-Up Securities, and (Fy) confidential submission each recipient of any such shares or other securities agrees to restrictions on the resale of such securities that are consistent with the Commission or FINRA Lock-Up Letters for the remainder of any registration statement under the Securities Act; provided that 90-day restricted period, (v) file post-effective amendments in the case of clauses (B) through (D), the Company shall cause each recipient that is a member respect of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause Registration Statement on Form F-3 (ERegistration File No. 333-213649), as amended and (vi) file a new automatic shelf registration statement on Form F-3ASR, which replaces the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A heretoCompany’s current shelf registration statement on Form F-3 (File No. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock333-up letter described in Section 6(k) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiver226006).

Clear Market. For a period of 180 60 days after the date of the Prospectus (offering of the “Restricted Period”)Securities, 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, 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 undertake any of 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 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, without the prior written consent of X.X. Xxxxxx Securities LLC; provided, however, that the Representatives, other than Company may (A) effect the Shares to be sold hereundertransactions contemplated hereby and issue Common Stock upon conversion of the Securities, (B) issue Common Stock, options to purchase Common Stock or restricted stock units, or issue Common Stock upon exercise of options, pursuant to any grants of options stock option, stock bonus or other equity awards stock plan or issuances arrangement described in each of the Time of Sale Information and the Offering Memorandum (subject to any future increases in the number of shares of Common Stock of reserved under any such stock plan or arrangement effected in accordance with the Company upon terms thereof), provided that any directors or officers who are recipients thereof have provided to the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed Representatives a signed lock-up letter in the Registration Statement, the Pricing Disclosure Package and Prospectusform attached as Exhibit A, (C) issue Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case (x) if such convertible or exchangeable securities, warrants or options are outstanding on the date hereof, (y) is described in each of the Time of Sale Memorandum and the Offering Memorandum and (z) if the recipient to any filing by Common Stock issued pursuant to this subsection (C) is a director or officer of the Company of Company, they execute a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan that is disclosed lock-up letter in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E)form attached as Exhibit A, (D) any file a registration statement on Form S-8 to register Common Stock issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in each of the Time of Sale Information and the Offering Memorandum, (E) sell or issue or enter into an agreement to sell or issue shares of Common Stock issued upon in connection with the exerciseCompany’s acquisition of one or more businesses, conversion products, assets or exchange technologies (whether by means of securities merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, collaboration or licensing agreements, marketing or distribution arrangements, commercial relationships or other strategic transactions, provided that the aggregate number of shares of Common Stock that the Company outstanding as of the date of may sell or issue or agree to sell or issue pursuant to this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, clause (E) up to 5.0shall not exceed 10% of the total number of outstanding shares of Common Stock issued and outstanding immediately following the issuance completion of the Sharestransaction contemplated by this Agreement, issued by the Company in connection with mergers, 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), and (F) confidential submission with offer and sell Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to any equity distribution or similar agreement for sales of securities through an “at the Commission or FINRA market offering” as such term is defined in Rule 415 of any registration statement under the Securities Act; , provided that in the case any offer or sale of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company shares pursuant to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of this clause (E), the Company F) shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto only be made at least three business 30 days before after 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 hereto through a major news service at least two business days before the effective date offering of the release Securities or waiver(G) issue Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to the Agreement and Plan of Merger, dated October 5, 2020, by and among the Company, Eidos Therapeutics, Inc., Globe Merger Sub I, Inc. and Globe Merger Sub II, Inc., as described in each of the Time of Sale Information and the Offering Memorandum.

Clear Market. For a period of 180 [●] days after the date of the Prospectus (the “Restricted 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, 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 undertake any of 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 Common Stock or any such other securities, whether any such transaction described in clause (i‎(i) or (ii‎(ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesUnderwriter, other than (A) the Shares to be sold hereunder, . The restrictions described above do not apply to (Bi) any grants the issuance of options or other equity awards or issuances of shares of Stock of the Company upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus, (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 that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon or securities convertible into or exercisable for shares of Common Stock pursuant to the exercise, conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the Company settlement of RSUs (including net settlement), in each case outstanding as of on the date of this Agreement and disclosed described in the Registration StatementProspectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the Pricing Disclosure Package issuance of shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (whether upon the exercise of stock options or otherwise) pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, ; (Eiii) the issuance of up to 5.0[●]% of the total number of outstanding shares of Common Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Common Stock, immediately following the issuance of the SharesClosing Date, issued by the Company in connection with mergers, acquisitions or commercial or other similar strategic transactions (includingtransactions, without limitation, entry provided that such recipients enter into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), and (F) confidential submission a lock-up agreement with the Commission Underwriter; or FINRA (iv) the filing of any registration statement under on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the Securities Act; provided that date of this Agreement and described in the case of clauses (B) through (D), the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company Prospectus or a beneficial holder of 5.0% any assumed benefit plan pursuant to an acquisition or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiversimilar strategic transaction.

Clear Market. For a period of 180 60 days after the date of the Prospectus (the “Restricted Period”)Prospectus, each of the Company and Evolent Health 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 undertake make any of the foregoingoffer, 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 any membership interest in Evolent Health, 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 RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co., other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise or settlement of options or other equity awards, in each case, granted under Company Stock Plans; provided that if the recipient of any such shares of Stock has previously delivered a “lock-up” agreement to the Representatives substantially in the form of Exhibit A hereto, such shares of Stock will be subject to the terms of such lock-up, (C) the grant by the Company of awards under Company Stock Plans that are as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (CD) any the issuance of shares of Class A Common Stock in connection with the Valence Merger Agreement, (E) the filing by the Company of a Registration Statement registration statement on Form S-8 relating to a Company Stock Plan, inducement award (or equivalent form) with the Commission in connection with an employee stock purchase compensation plan that or agreement of the Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (EF) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of shares of Class A Common Stock payable to the Sharesextent required pursuant to the earnout relating to the Company’s strategic alliance with Passport Health Plan, issued (G) the filing of one registration statement on Form S-3 with the Commission to register Stock and/or securities convertible into Stock for primary transactions by the Company and any amendments thereto, which registration statement may, at the Company’s option, include a prospectus relating to Stock registered on the Company’s registration statement on Form S-3, File No. 333-212709, initially filed on July 28, 2016 (the “Primary Shelf”) and which may upon effectiveness also constitute a post-effective amendment to the Primary Shelf, provided that any transactions, offerings or “takedowns” thereunder remain subject to the restrictions contained in this Section 4(h) to the extent applicable, (H) 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 mergersany such acquisition, acquisitions (I) the issuance of shares of Stock or commercial or strategic transactions other securities (including, without limitation, entry including securities convertible into shares of Stock) in connection with joint ventures, marketing strategic transactions or distribution agreements other commercial relationships (including issuances to current or collaboration agreements prospective customers or acquisitions partners) or (J) any shares of technology, assets or intellectual property licenses), and (F) confidential submission with Class A Common Stock issuable upon conversion of the Commission or FINRA Company’s $125.0 million aggregate principal amount of any registration statement under the Securities Act2.00% Convertible Senior Notes due 2021; provided that that, in the case of clauses (BG) through and (DI), the Company aggregate number of shares of Stock issued in all such acquisitions and transactions shall cause each recipient that is a member not exceed 7.5% of the Company’s board of directors, executive officer issued and outstanding Stock of the Company or on the Closing Date and any recipients of such Shares shall deliver a beneficial holder of 5.0% or more of “lock-up” agreement to the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period Representatives substantially in the form of Exhibit A 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 executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 90 days after the date of the Prospectus (the “Restricted Period”)Prospectus, each of the Company and Evolent Health 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 undertake make any of the foregoingoffer, 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 any membership interest in Evolent Health, 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 RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co., other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise or settlement of options or other equity awards, in each case, granted under Company Stock Plans; provided that if the recipient of any such shares of Stock has previously delivered a “lock-up” agreement to the Representatives substantially in the form of Exhibit B hereto, such shares of Stock will be subject to the terms of such lock-up, (C) the grant by the Company of awards under Company Stock Plans that are as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (CD) any the issuance of Shares of Class A Common Stock in connection with the Merger Agreement, (E) the filing by the Company of a Registration Statement registration statement on Form S-8 relating to a Company Stock Plan, inducement award (or equivalent form) with the Commission in connection with an employee stock purchase compensation plan that or agreement of the Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (EF) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of shares of Class A Common Stock payable to the Sharesextent required pursuant to the earnout relating to the Company’s strategic alliance with Passport Health Plan, issued (G) 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 mergers, acquisitions any such acquisition or commercial (H) the issuance of shares of Stock or strategic transactions other securities (including, without limitation, entry including securities convertible into shares of Stock) in connection with joint ventures, marketing strategic transactions or distribution agreements other commercial relationships (including issuances to current or collaboration agreements prospective customers or acquisitions of technology, assets or intellectual property licensespartners), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that that, in the case of clauses (BG) through and (DH), the Company aggregate number of shares of Stock issued in all such acquisitions and transactions shall cause each recipient that is a member not exceed 7.5% of the Company’s board of directors, executive officer issued and outstanding Stock of the Company or on the Closing Date and any recipients of such Shares shall deliver a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director of up” agreement to the Company and provide the Company with notice of the impending release or waiver Representatives substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverhereto.

Clear Market. For a period of 180 75 days after the date of the Prospectus (the “Restricted 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 Ordinary Shares or any securities convertible into or exercisable or exchangeable for StockOrdinary Shares, or publicly disclose the intention to undertake make any of the foregoingoffer, 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 Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC, other than (Aa) the Offered Shares to be sold hereunder, (Bb) any grants shares of the Company issued upon the exercise or vesting of options or other equity awards or issuances of shares of Stock of the Company upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and ProspectusShare Plans, (Cc) any filing the grant or issuance by the Company of a Registration Statement on Form S-8 relating to a Company Stock Planemployee, inducement award consultant, or employee director stock purchase plan that is disclosed options, equity awards or restricted stock in the Registration Statementordinary course of business under Company Share Plans, (d) the Pricing Disclosure Package and Prospectus issuance of shares in connection with the acquisition by the Company of Cooperation Technology Corporation, (e) the issuance of shares in connection with the future acquisitions by the Company or any assumed of its subsidiaries of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued assumed by the Company in connection with mergersany such acquisition, acquisitions or commercial or strategic transactions (including, without limitation, entry into f) the issuance of shares in connection with joint ventures, marketing commercial relationships, or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Actother strategic transactions; provided that (x) in the case of clauses (Be) through and (Df), the aggregate number of shares issued in all such acquisitions and transactions does not exceed 10% of the Company’s outstanding Ordinary Shares following the offering of the Offered Shares, and (y) prior to any issuance the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company such shares to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient and deliver to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in X.X. Xxxxxx Securities LLC a lock-up letter described in Section 6(k) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver agreement substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees agreement delivered pursuant to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverSection 6(o) hereof.

Clear Market. For a period of 180 60 days after the date of the Prospectus (offering of the “Restricted Period”)Securities, each of the Company and Evolent Health 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 undertake make any of the foregoingoffer, 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 any membership interest in Evolent Health, 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 Securities to be sold hereunderhereunder and any Underlying Securities issued upon conversion thereof, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise or settlement of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus, (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 that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities ActPlans; provided that in if the case recipient of clauses (B) through (D), any such shares of Stock has previously delivered a “lock-up” agreement to the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period Representatives substantially in the form of Exhibit A hereto, such shares of Stock will be subject to the terms of such lock-up, (C) the grant by the Company of awards under Company Stock Plans as disclosed in the Time of Sale Information and the Offering Memorandum, (D) the issuance of shares of Class A Common Stock in accordance with the Valence Merger Agreement, (E) the filing of a registration statement on Form S-8 (or equivalent form) with the Commission in connection with an employee stock compensation plan or agreement of the Company, which plan or agreement is disclosed in the Time of Sale Information and the Offering Memorandum, (F) the issuance of shares of Class A Common Stock payable to the extent required pursuant to the earnout relating to the Company’s strategic alliance with Passport Health Plan, (G) the filing of one registration statement on Form S-3 with the Commission to register Stock and/or securities convertible into Stock for primary transactions by the Company and any amendments thereto, which registration statement may, at the Company’s option, include a prospectus relating to Stock registered on the Company’s registration statement on Form S-3, File No. If 333-212709, initially filed on July 28, 2016 and declared effective on August 12, 2016 (the Representatives“Resale Shelf”) and which may upon effectiveness also constitute a post-effective amendment to the Resale Shelf, provided that any transactions, offerings or “takedowns” thereunder remain subject to the restrictions contained in this Section 4(g) to the extent applicable, (H) 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 (I) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, strategic transactions or other commercial relationships (including issuances to current or prospective customers or partners).; provided that, in their sole discretionthe case of clauses (H) and (I), agree to release or waive the restrictions set forth aggregate number of shares of Stock issued in a lock-up letter described in Section 6(k) hereof for an executive officer or director all such acquisitions and transactions shall not exceed 7.5% of the issued and outstanding Stock of the Company on the Closing Date and provide any recipients of such shares shall deliver a “lock-up” agreement to the Company with notice of the impending release or waiver Representatives substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverA hereto.

Clear Market. For a period of 180 sixty (60) days after the date of the Prospectus (the “Restricted 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 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 undertake make any of offer, sale, pledge, loan, disposition or filing (other than filings on Form S-8 relating to Company Stock Plans that are in existence at the foregoingApplicable Time and disclosed in the Prospectus), 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 RepresentativesRepresentative, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options granted or other to be granted under the Company Stock Plans, (C) any shares of Stock of the Company issued upon the exercise of warrants or conversion of convertible notes outstanding on the date of the Prospectus, (D) sales of shares pursuant to the Company’s employee stock purchase plan and grants of equity awards, in each case, awards granted or to be granted under Company Stock Plans that are disclosed Plans, in each case for (B)-(D) as described in the Registration Statement, the Pricing Disclosure Package and Prospectus, (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 that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) the issuance of up to 5.0% that number of shares equal to seven percent (7%) of the total number of Company’s outstanding shares of Common Stock immediately Stock, calculated following the issuance sale of the Shares hereunder (“Carveout Shares”), issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements mergers or acquisitions of technologybusinesses, assets entities, property or intellectual property licenses)other assets, and (F) confidential submission with the Commission joint ventures or FINRA of any registration statement under the Securities Act; strategic alliances, provided that in the case of clauses (B) through (D), the Company shall cause each such recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company Carveout Shares to execute and deliver to the Representative a lockup agreement for the Restricted Period lock-up letter substantially in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or director balance of the Company 60-day restricted period and provide (F) the Company filing of a shelf registration statement on Form S-3 (and any amendments thereto) with notice of the impending release or waiver substantially in the form of 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 hereto through a major news service at least two business days before the effective date of the release or waiverCommission so long as no sales are made under such registration statement.

Clear Market. For a period of 180 days after the date of the Prospectus (the “Restricted 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 lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, 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 undertake any of 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 Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise conversion of options or other equity awards, preferred stock outstanding on the date of this Agreement in each case, granted under Company Stock Plans that are disclosed connection with the offering contemplated by this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any filing by shares of Stock of the Company issued upon the exercise or settlement of a Registration Statement on Form S-8 relating to a options or other awards granted under Company Stock Plan, inducement award or employee stock purchase plan that is disclosed Plans described in the Registration Statement, the Pricing Disclosure Package and Prospectus the Prospectus, or any assumed employee benefit plan contemplated by clause (E), (D) any shares conversion of Common Stock issued upon the exercise, conversion or exchange of convertible securities of the Company outstanding as of the date of this Agreement and disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any shares of Stock, options and other awards granted under a Company Stock Plan or shares issued pursuant to an employee stock purchase plan, in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) up the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to 5.0% a Company Stock Plan or employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) any shares of Stock or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed seven and a half percent (7.5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Underwritten Shares (plus the Option Shares if the Underwriters exercise their option to purchase such Option Shares) pursuant hereto on a fully-diluted basis; provided, issued by the Company in connection with mergersfurther, acquisitions or commercial or strategic transactions (includingthat, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through ), (C), (D) and (F), the Company shall cause each recipient that is a member of the Company’s board such shares of directors, executive officer of the Company Stock or a beneficial holder of 5.0% or more of the fully diluted capital stock other securities of the Company to execute and deliver a lockup lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the Restricted Period duration that such terms remain in effect at the form time of Exhibit A hereto if the transfer and to the extent not already a party thereto; provided, further, that in executed and delivered by such recipients as of the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A heretodate 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(k6(l) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 hereto 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 180 60 days after the date of the Prospectus (the “Restricted 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 hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, 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 undertake any of 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 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 RepresentativesGxxxxxx Sxxxx & Co. LLC and J.X. Xxxxxx Securities LLC, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock of the Company issued upon the exercise of options or other equity awards, in each case, settlement of awards granted under Company Stock Plans that are disclosed Plans, (C) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (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 that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock or other securities issued upon in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the exercise, conversion or exchange aggregate number of securities of the Company outstanding as of the date of shares issued pursuant to this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, clause (ED) up to 5.0% shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the SharesUnderwritten Shares pursuant hereto; provided, issued by the Company in connection with mergersfurther, acquisitions or commercial or strategic transactions (includingthat, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through and (D), (x) the Company shall cause each recipient newly appointed director or executive officer that is a member recipient of the Company’s board such shares of directors, executive officer of the Company Stock or a beneficial holder of 5.0% or more of the fully diluted capital stock other securities of the Company to execute a lockup agreement for and deliver, on or prior to the Restricted Period in the form issuance of Exhibit A hereto if not already a party thereto; providedsuch shares, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter agreement on substantially the same terms as the lock-up agreements described in Section 6(k6(l) hereof to the extent and for an executive officer or director the duration that such terms remain in effect at the time of the Company transfer and provide (y) the Company with notice shall authorize its transfer agent to decline to make any transfer of the impending release or waiver substantially such shares in the form violation of 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 hereto through a major news service at least two business days before the effective date of the release or waiversuch lock-up agreements.

Clear Market. For a period of 180 days commencing on the date hereof and ending on the 90th day after the date of the Prospectus (the “Restricted Lock-Up Period”), the Company will agrees 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 ofto, directly or indirectly, (A) offer for sale, sell, pledge or submit otherwise dispose of (or enter into any transaction or device that is designed to, or file with, the Commission a registration statement under the Securities Act relating could reasonably be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or any securities convertible into or exercisable or exchangeable for StockCommon Stock (other than the Shares and (ii) securities issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights not issued under one of those plans described in the Disclosure Package and the Prospectus), or publicly disclose sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the intention grant of options, rights or warrants pursuant to undertake any of employee benefit plans, qualified stock option plans or other employee compensation plans existing on the foregoingdate hereof, pursuant to the Rights Agreement or pursuant to other plans existing on the date hereof described in the Disclosure Package and the Prospectus), (iiB) enter into any swap or other agreement derivatives transaction that transferstransfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of the such shares of Common Stock or any such other securitiessecurities convertible into or exchangeable for Common Stock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than any registration statement on Form S-8) or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representatives, other than (A) the Shares to be sold hereunder, (B) any grants of options or other equity awards or issuances of shares of Stock on behalf of the Underwriters. The Company upon the exercise of options or other equity awards, in each case, granted under Company Stock Plans that are disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus, (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 that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) any shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (E) up to 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance of the Shares, issued by the Company in connection with mergers, 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), and (F) confidential submission with the Commission or FINRA of any registration statement under the Securities Act; provided that in the case of clauses (B) through (D), the Company shall will cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 5.0% or more of the fully diluted capital stock of the Company to execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto if not already a party thereto; provided, further, that in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period in the form of Exhibit A 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 executive officer or and director of the Company and provide set forth on Schedule 3 hereto to furnish to the Company with notice of Representatives, on or prior to the impending release date hereof, a letter or waiver letters, substantially in the form of 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 Annex C hereto through a major news service at least two business days before (the effective date of the release or waiver“Lock-Up Agreements”).