Common use of Company Lock Up Agreements Clause in Contracts

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Underwriter, it will not, for a period of one hundred and eighty (180) days after the date of this Agreement (the “Lock-Up Period”), (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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Public Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an outstanding stock option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement and the Pricing Disclosure Package, (iii) the grant by the Company of stock options or other stock-based awards, or the issuance of shares of capital stock of the Company under any equity compensation plan of the Company disclosed in the Pricing Prospectus, or (iv) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of one hundred and eighty ninety (18090) days after the date initial Closing of this Agreement the Offering (the “Lock-Up Period”), (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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (ii) file or cause to be filed complete any registration statement with the Commission relating to the offering of any shares of capital stock debt securities of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans)Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section Section (m) shall not apply to (i) Common Shares or options to employees, officers or directors of the Public Securities Company or consultants to be sold hereunder; the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (ii) the issuance by the Company of shares of Common Stock securities upon the exercise or exchange of an outstanding stock option or warrant or the conversion of a security any securities exercisable or exchangeable for or convertible into Common Shares issued and outstanding on the date hereof and disclosed of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the Registration Statement and the Pricing Disclosure Package, term of such securities; (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the grant by disinterested directors of the Company or securities issued in financing transactions, the primary purpose of stock which is to finance acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a Person (or to the equityholders 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 and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (iv) Common Shares, options or convertible securities issued to banks, equipment lessors or other stock-based awardsfinancial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; (v) Common Shares, options or convertible securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the disinterested directors of the Company; (vi) Common Shares, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved a majority of the disinterested directors of the Company; or (vii) the filing of a registration statement on Form S-8 with the Commission. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of shares the earnings release or the occurrence of capital stock such material news or material event, as applicable, unless the Representative waives, in writing, such extension. Schedule E hereto contains a complete and accurate list of the Company’s officers and directors, and each participant in any private placement of the Common Shares (or securities convertible or exercisable into Common Shares) in which the Representative acted as placement agent that will be subject to a Lock-Up Agreement (collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties to deliver to the Representative an executed Lock-Up Agreement, in the form attached hereto as Exhibit A (the “Lock-Up Agreement”), prior to the execution of this Agreement. Except as described in Schedule E, there are no existing agreements between the Company and its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities. The Company will direct the transfer agent to place stop transfer restrictions upon the securities of the Company under any equity compensation plan that are bound by such “lock-up” agreements for the duration of the Company disclosed in the Pricing Prospectus, or (iv) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactionsperiods contemplated therein.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of one hundred and eighty (180) days after the date of this Agreement (the “Lock-Up Period”), (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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Public Securities and the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock Shares upon the exercise of an outstanding stock option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement and the Pricing Disclosure Package, (iii) the grant by the Company of stock options or other stock-based awards, or the issuance of shares of capital stock of the Company under any equity compensation plan of the Company disclosed in the Pricing Prospectus, or (iv) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactionstransactions or (v) financings with Industry Related Persons (which shall mean automotive and vehicle manufacturers, manufacturers and designers of automotive and vehicle components (including batteries)), as long as such financing is done above the five day average closing price of the Company’s common stock immediately prior to the financing.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterRepresentative, it will not, not for a period of one hundred and eighty ninety (18090) days after the date of this Agreement (the “Lock-Up Period”), (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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans)Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section Section 3.19 shall not apply to (i) the Public Securities shares of Common Stock to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock upon the exercise of an outstanding a stock option or warrant or the conversion of a security outstanding on the date hereof and hereof, which is disclosed in the Registration Statement Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the Pricing Disclosure Packagedate of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the grant issuance by the Company of stock options or other stock-based awardsoptions, or the issuance of shares of capital stock of the Company or other awards under any equity compensation plan of the Company disclosed Company, provided that in each of (ii) and (iii) above, the Pricing Prospectus, or (iv) underlying shares shall be restricted from sale during the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar nonentire Lock-capital raising transactionsUp Period.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of one hundred and eighty (180) days after the date of this Agreement (the “Lock-Up Period”), (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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Public Securities and the Representative’s Warrant to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock Ordinary Shares upon the exercise of an outstanding stock option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement and the Pricing Disclosure Package, which terms may not be amended during the Lock-Up Period, (iii) the grant by the Company of stock options or other stock-based awards, or the issuance of shares of capital stock of the Company under any equity compensation plan of the Company disclosed in the Pricing Prospectus, or (iv) the issuance of securities in connection with mergersan acquisition or a strategic relationship which may include the sale of equity securities; provided, acquisitions, joint ventures, licensing arrangements or any other similar nonthat none of such securities shall be saleable in the public market until the expiration of the Lock-capital raising transactionsUp Period described above.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of one three hundred and eighty sixty (180360) days after the date initial Closing of this Agreement the Offering (the “Lock-Up Period”), (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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (ii) file or cause to be filed complete any registration statement with the Commission relating to the offering of any shares of capital stock debt securities of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans)Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section Section (m) shall not apply to (i) the Public Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock or options to employees, officers or directors of the Company or consultants to the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (ii) securities upon the exercise or exchange of an outstanding stock option or warrant or the conversion of a security any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date hereof and disclosed of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the Registration Statement and the Pricing Disclosure Package, term of such securities; (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the grant by disinterested directors of the Company or securities issued in financing transactions, the primary purpose of stock which is to finance acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a Person (or to the equityholders 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 and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other stock-based awardsfinancial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; (v) shares of Common Stock, options or convertible securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the disinterested directors of the Company; (vi) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved a majority of the disinterested directors of the Company; or (vii) the filing of a registration statement on Form S-8 with the Commission. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension. Schedule E hereto contains a complete and accurate list of the Company’s officers, directors and, to the Company’s knowledge, each owner of at least 5% of the Company’s outstanding shares of capital stock Common Stock (or securities convertible or exercisable for Common Stock), and each participant in any private placement of the shares of Common Stock (or securities convertible or exercisable into shares of Common Stock) in which the Representative acted as placement agent that will be subject to a Lock-Up Agreement (collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties to deliver to the Representative an executed Lock-Up Agreement, in the form attached hereto as Exhibit A (the “Lock-Up Agreement”), prior to the execution of this Agreement. Except as described in Schedule E, there are no existing agreements between the Company and its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities. The Company will direct the transfer agent to place stop transfer restrictions upon the securities of the Company under any equity compensation plan that are bound by such “lock-up” agreements for the duration of the Company disclosed in the Pricing Prospectus, or (iv) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactionsperiods contemplated therein.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of one hundred and eighty (180) days after from the date of this Agreement hereof (the “Lock-Up Period”), , (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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; ; (ii) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company Company; (iii) complete any offering of debt securities of the Company, other than pursuant to entering into a registration statement on Form S-8 for employee benefit plans); or line of credit with a traditional bank, or (iiiiv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section Section 4(q) shall not apply to (i) the Public Securities issuance by the Company of the ADSs to be issued and sold hereunder; hereunder and underlying securities as described in the Registration Statement, Pricing Disclosure Package and Prospectus, (ii) the issuance by the Company of shares of Common Stock ADSs or Ordinary Shares upon the exercise of an outstanding a stock option or warrant or the conversion of a security outstanding on the date hereof and hereof, to the extent disclosed in the Registration Statement and the Statement, Pricing Disclosure PackagePackage and Prospectus; provided, that such options, warrants, and securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the grant issuance by the Company of stock options or other stock-based awards, or the issuance of shares of capital stock of the Company under any equity compensation plan of the Company disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, or (iv) the issuance by the Company of ADSs, Ordinary Shares or other securities issued in connection with mergers, acquisitions, a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, licensing arrangements 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 the aggregate number of ADSs or Ordinary Shares or other securities convertible into Ordinary Shares or ADSs issued pursuant to clause (iv) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto, and further provided that in each of (ii) (iii) and (iv) above, the recipient of any such ADSs, Ordinary Shares, or other securities issued or granted pursuant to clauses (ii), (iii) and (iv) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto and any such ADSs, Ordinary Shares, or other securities shall have no registration rights that require or permit the filing of any registration statement in connection therewith during the Lock-Up Period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 4(q) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its stockholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its stockholders after the initial public offering date. The Company agrees not to facilitate any shareholder’s conversion of Ordinary Shares to ADSs during the Lock-Up Period and not to release the Depositary from the obligations set forth in, or otherwise amend, terminate or fail to enforce the Depositary Letter (as defined elsewhere in this Agreement) without the prior written consent of the Representative during the Lock-Up Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions or a lock-up letter described in Section 6(n) hereof for an officer, a director or a shareholder of the Company and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three (3) business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service or any other similar non-capital raising transactionsmethod that satisfies the obligation described in FINRA Rule 5131(d)(2) at least two (2) business days before the effective date of the release or waiver.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterPlacement Agent, it will not, not for a period of one hundred and eighty sixty (18060) days after the date of this Agreement (the “Lock-Up Period”), (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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iib) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company Company; (c) complete any offering of debt securities of the Company, other than pursuant to entering into a registration statement on Form S-8 for employee benefit plans); line of credit with a traditional bank or (iiid) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (ia), (iib), (c) or (iiid) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The ; provided, however, that the restrictions contained in this section Section 3.19 shall not apply to (i) the Public Securities shares of Common Stock to be sold hereunderhereunder and the shares of Common Stock issuable upon exercise of the Pre-funded Warrants and the Placement Agent’s Warrant Agreement; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an outstanding a stock option or warrant or the conversion of a security outstanding on the date hereof and hereof, which is disclosed in the Registration Statement Statement, the Disclosure Package and the Pricing Disclosure PackageProspectus, provided that such option, warrants and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities; (iii) the grant issuance by the Company of stock options or other stock-based awards, or the issuance of shares of capital stock of the Company under any equity compensation plan of the Company disclosed in the Pricing Prospectus, or Company; (iv) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of Common Stock granted pursuant to or reserved for issuance under the equity compensation plans of the Company and any Subsidiary referred to in clause (ii); or (v) the issuance of securities a number of shares of Common Stock equal to up to 10% of the Company’s outstanding shares of Common Stock in connection with mergersa licensing or collaboration agreement with one or more third parties, acquisitions, joint ventures, licensing arrangements provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any other similar nonregistration statement in connection therewith during the Lock-capital raising transactionsUp Period.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of one hundred and eighty (180) 180 days after the date of this Agreement (the “Lock-Up Period”), (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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company Company; (iii) complete any offering of debt securities of the Company, other than pursuant to entering into a registration statement on Form S-8 for employee benefit plans); line of credit with a traditional bank or (iiiiv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section Section 3.18.1 shall not apply to (i) the Public Securities Common Shares to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock Shares upon the exercise of an outstanding a stock option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement and the Pricing Disclosure Packagehereof, (iii) the grant issuance by the Company of stock options or other stock-based awards, or the issuance of shares of capital stock of the Company under any equity compensation plan of the Company Company, (iv) any issuance of securities disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, or and (ivv) the issuance filing of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements a Registration Statement on Form S-8 or any other similar non-capital raising transactionssuccessor form thereto.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterPlacement Agent, it will not, not for a period of one hundred and eighty three (1803) days months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option option, or contract to purchase, purchase any option option, or contract to sell, grant any option, right right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company Company; (iii) complete any offering of debt securities of the Company, other than pursuant to entering into a registration statement on Form S-8 for employee benefit plans)line of credit with a traditional bank; or (iiiiv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) ), (iii), or (iiiiv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section Section 3.20 shall not apply to (i) Securities and the Public Securities Common Shares issuable pursuant to be sold hereunder; the exercise of the Pre-Funded Warrants, if any, (ii) the issuance by the Company of shares of Common Stock Shares upon the exercise of an outstanding a stock option or warrant or the conversion of a security outstanding on the date hereof and hereof, which is disclosed in the Registration Statement and the Pricing Statement, Disclosure Package, and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price, or conversion price of such securities or to extend the term of such securities, (iii) the grant issuance by the Company of stock options or other stock-based awardsoptions, or the issuance of shares of capital stock of the Company Company, or other awards under any equity compensation plan of the Company disclosed Company, provided that in each of (ii) and (iii) above, the Pricing Prospectus, or (iv) underlying shares shall be restricted from sale during the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar nonentire Lock-capital raising transactionsUp Period.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of one three hundred and eighty sixty (180360) days after the date of this Agreement (the “Lock-Up Period”), (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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (ii) file or cause to be filed complete any registration statement with the Commission relating to the offering of any shares of capital stock debt securities of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans)Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section Section (m) shall not apply to (i) the Public Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock or options to employees, officers or directors of the Company or consultants to the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (ii) securities upon the exercise or exchange of an outstanding stock option or warrant or the conversion of a security any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date hereof and disclosed of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the Registration Statement and the Pricing Disclosure Package, term of such securities; (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the grant by disinterested directors of the Company or securities issued in financing transactions, the primary purpose of stock which is to finance acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a Person (or to the equityholders 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 and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other stock-based awardsfinancial institutions, or to real property lessors, pursuant to an equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company; (v) shares of Common Stock, options or convertible securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the disinterested directors of the Company; (vi) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or strategic partnerships approved a majority of the disinterested directors of the Company; or (vii) the filing of a registration statement on Form S-8 with the Commission. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension. Schedule E hereto contains a complete and accurate list of the Company’s officers, directors and, to the Company’s knowledge, each owner of at least 5% of the Company’s outstanding shares of capital stock Common Stock (or securities convertible or exercisable for Common Stock), and each participant in any private placement of the shares of Common Stock (or securities convertible or exercisable into shares of Common Stock) in which the Representative acted as placement agent that will be subject to a Lock-Up Agreement (collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties to deliver to the Representative an executed Lock-Up Agreement, in the form attached hereto as Exhibit A (the “Lock-Up Agreement”), prior to the execution of this Agreement. Except as described in Schedule E, there are no existing agreements between the Company and its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities. The Company will direct the transfer agent to place stop transfer restrictions upon the securities of the Company under any equity compensation plan that are bound by such “lock-up” agreements for the duration of the Company disclosed in the Pricing Prospectus, or (iv) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactionsperiods contemplated therein.

Company Lock Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of one hundred and eighty (180) days after the date of this Agreement (the “Lock-Up Period”), (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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); provided however, that the Representative’s consent shall not be unreasonably withheld with respect to the filing of one or more registration statements on Form S-1 during the Lock-Up Period for the resale of the Company’s warrants and/or primary issuance of the securities underlying such warrants (it being understood that this proviso shall also apply to the Underwriting Agreement between the parties hereto dated December 15, 2020); provided further, that such warrants shall not be exercisable for shares of Common Stock until after expiration of the Lock-Up Period; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Public Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an outstanding stock option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Offering Statement and the Pricing Disclosure Package, which terms may not be amended during the Lock-Up Period, (iii) the grant by the Company of stock options or other stock-based awards, or the issuance of shares of capital stock of the Company under any equity compensation plan of the Company disclosed in the Pricing ProspectusPreliminary Offering Circular, or (iv) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, which securities are “restricted securities” under the Securities Act and are not covered by any registration rights.