Common use of Company Lock-Up Clause in Contracts

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days from the date of this Agreement (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of 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 shares of 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 shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (ia) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 one hundred and eighty (180) days from following the date of this Agreement (the “Lock-Up Period”), ) (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of 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 shares of 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 shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (iib) The restrictions contained in Section 3(n)(i3(o)(a)(i) hereof shall not apply to: (Ai) the Offered SecuritiesSecurities to be sold hereunder, (Bii) the Underlying Shares, (C) any issuance by the Company of shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants a stock option or options, in each case warrant or the conversion of a security outstanding as of on the Applicable Time date hereof and as described disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (Diii) any the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of Common Stock or options to purchase the Company under any shares equity compensation plan of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, Company and (Eiv) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) acquisitions or strategic transactions approved by a majority of the total number of outstanding shares of Common Stock immediately following the issuance and sale disinterested directors of the Offered Securities pursuant hereto Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and (y) carry no registration rights that require or permit the recipient filing of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) registration statement in connection therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe 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.

Company Lock-Up. (i) The Company Company, on behalf of itself and any successor entity, agrees that, it will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 90 days from after the date closing of this Agreement the Offering (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, any Class A Ordinary Shares or file Class B ordinary shares, par value $0.0001 per share (the Class B Ordinary Shares, and together with Class A Ordinary Shares, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock “Ordinary Shares”) or any securities convertible into or exercisable or exchangeable for shares Ordinary Shares of Common Stockthe Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iiiv) enter into any swap or other agreement arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock Ordinary Shares or any such other securitiessecurities of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiv) above is to be settled by delivery of shares of Common Stock Ordinary Shares or such other securitiessecurities of the Company, in cash or otherwise, except . If the Company and the Representative choose to do subsequent financing with the Underwriters pursuant to this Agreement. The Company agrees not to accelerate Representative as the vesting of any option underwriter or warrant or placement agent within 180 days and if it is mutually agreed that the lapse of any repurchase right prior to the expiration of lock-up arrangement can be waived (including the Lock-Up Period), then the Representative may waive the lock-up clause as necessary as requested. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares issuance by the Company of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or Class A Ordinary Shares upon the exercise of warrants an outstanding stock option or optionswarrant or the conversion of a security outstanding on the date hereof, in each case case, describe as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (DC) the issuance by the Company of any shares of Common Stock or options to purchase security under any shares of Common Stock or other any shares of Common Stock equity-based award issued or granted pursuant to the Company’s stock compensation plan, incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan adopted and approved by a majority of the disinterested directors of the Company (the “Equity Incentive Plan”), (D) filing a registration statement on Form S-8 in effect at connection with the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectusregistration of Class A Ordinary Shares issuable under any Equity Incentive Plan, and (E) shares of Common Stock Class A Ordinary Shares 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 of Common Stock Class A Ordinary Shares issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Class A Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Class A Ordinary Shares or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 days from the date of this Agreement Applicable Time (the “Lock-Up Period”), (i) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, enter into any “at-the-market” or continuous equity, or otherwise transfer or dispose of, directly or indirectly, or file with any Ordinary Shares of the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Company or any securities convertible into or exercisable or exchangeable for shares Ordinary Shares of Common Stock, the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company other than registration statements on Form S-8 filed with the SEC after the Closing Date; or (iiiii) 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 Ordinary Shares of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i) ), (ii), or (iiiii) above is to be settled by delivery of shares of Common Stock Ordinary Shares or such other securitiessecurities of the Company, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock Ordinary Shares issued pursuant to under a company stock plan or warrants issued by the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock options and other awards granted under a company stock plan or options to purchase any shares of Common Stock or other any shares of Common Stock based award Ordinary Shares issued or granted pursuant to the Company’s stock incentive plans, an employee stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock Ordinary Shares 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 acquisitions or acquisition of not less than strategic transactions approved by a majority or controlling portion of the equity disinterested directors of another entitythe Company; provided that (x) the aggregate number of shares of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretoA hereto for the remaining term of the Lock-Up Period.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing for a period of 180 365 days from following the date consummation of this Agreement the Offering (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Share or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up PeriodPeriod subject to Section 5(h). (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (Ai) the Offered SecuritiesSecurities to be sold hereunder, (Bii) the Underlying Shares, (C) any shares issuance by the Company of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or Ordinary Shares upon the exercise of warrants a stock option or options, in each case warrant or the conversion of a security outstanding as of on the Applicable Time date hereof and as described disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (Diii) any the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of Common Stock or options to purchase the Company under any shares equity compensation plan of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, Company and (Eiv) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) acquisitions or strategic transactions approved by a majority of the total number of outstanding shares of Common Stock immediately following the issuance and sale disinterested directors of the Offered Securities pursuant hereto Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and (y) carry no registration rights that require or permit the recipient filing of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) registration statement in connection therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe 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.

Company Lock-Up. (i) The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days from twelve (12) months after the date of this Agreement (the “Lock-Up Period”), (i) issue, 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, change the terms of, or grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock, 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 (iiiii) 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 capital stock of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of Common Stock capital stock of the Company or such other securities, in cash or otherwise, except . The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance of Common Stock pursuant to the Underwriters Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial 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; or (v) 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 by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 days from the date of this Agreement Applicable Time (the “Lock-Up Period”), (i) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, enter into any “at-the-market” or continuous equity, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock of the Company other than registration statements on Form S-8 filed with the SEC after the Closing Date; or (iiiii) 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 shares of Common Stock or any such other securitiesof the Company, whether any such transaction described in clause (i) ), (ii), or (iiiii) above is to be settled by delivery of shares of Common Stock or such other securitiessecurities of the Company, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to under a company stock plan or warrants issued by the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any options and other awards granted under a company stock plan or shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, an employee stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets acquisitions or acquisition of not less than strategic transactions approved by a majority or controlling portion of the equity disinterested directors of another entitythe Company; provided that (x) the aggregate number of shares of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretoA hereto for the remaining term of the Lock-Up Period.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days six months from the date of this Agreement Effective Date (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Ordinary Shares issued under Company Stock Plans or warrants issued pursuant to by the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common options and other awards granted under a Company Stock Plan or options to purchase any shares of Common Stock or other any shares of Common Stock based award Ordinary Shares issued or granted pursuant to the Company’s stock incentive plans, an employee stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (ia) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 one hundred eighty (180) days from after the date of this Agreement Closing Date (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Share or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (iib) The restrictions contained in Section 3(n)(i3(o)(a)(i) hereof shall not apply to: (A) to the Offered SecuritiesSecurities to be sold hereunder. Further, (Bprovided that the prior written consent of the Representative has been obtained, the restrictions contained in Section 3(o)(a)(i) the Underlying Shares, (C) any shares of Common Stock hereof shall not apply to securities issued pursuant to the conversion acquisitions or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as strategic transactions approved by a majority of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares disinterested directors of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or dividend reinvestment plan in effect at permit the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares filing of Common Stock or other securities issued any registration statement 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe 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. The Representative will only give consent to waive or release the Company from the above lock-up after 90 days after the Closing Date.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days three months from the date of this Agreement Closing Date (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securitiessecurities of the Company, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i4(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) any Ordinary Shares issued under company stock plans or warrants issued by the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (DC) any shares of Common Stock options and other awards granted under a company stock plan or options to purchase any shares of Common Stock or other any shares of Common Stock based award Ordinary Shares issued or granted pursuant to the Company’s stock incentive plans, an employee stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectuseach case, and (ED) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (ED) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause (ED) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretoA hereto for the remaining term of the Lock-Up Period.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 one hundred eighty (180) days from after the date of this Agreement the closing of the offering of the Ordinary Shares (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Share or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i3(o)(i) hereof shall not apply to: (Ai) the Offered SecuritiesSecurities to be sold hereunder, (Bii) the Underlying Shares, (C) any shares issuance by the Company of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or Ordinary Shares upon the exercise of warrants a stock option or options, in each case warrant or the conversion of a security outstanding as of on the Applicable Time date hereof and as described disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (Diii) any the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of Common Stock or options to purchase the Company under any shares equity compensation plan of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, Company and (Eiv) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) acquisitions or strategic transactions approved by a majority of the total number of outstanding shares of Common Stock immediately following the issuance and sale disinterested directors of the Offered Securities pursuant hereto Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and (y) carry no registration rights that require or permit the recipient filing of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) registration statement in connection therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe 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.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days six months from the date of this Agreement (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) any Ordinary Shares issued under Company share plans or warrants issued by the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (DC) any shares of Common Stock options and other awards granted under a Company share plan or options to purchase any shares of Common Stock or other any shares of Common Stock based award Ordinary Shares issued or granted pursuant to the Company’s stock incentive plans, stock an employee share purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (ED) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (ED) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause (ED) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days six months from the date of this Agreement Effective Date (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof 4(n)(i)hereof shall not apply to: (A) the Offered Securities, (B) any Ordinary Shares issued under Company share plans or warrants issued by the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (DC) any shares of Common Stock options and other awards granted under a Company share plan or options to purchase any shares of Common Stock or other any shares of Common Stock based award Ordinary Shares issued or granted pursuant to the Company’s stock incentive plans, stock an employee share purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (ED) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (ED) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause (ED) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto. (iii) If the Representative, in its sole discretion, agrees to release or waive the restrictions or a lock-up agreement described in Section 4(n) hereof for an officer or director 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 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 at least two business days before the effective date of the release or waiver.

Company Lock-Up. (i) The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days from after the date of this Agreement the Offering is completed (the “Lock-Up Period”), (i) issue, 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, change the terms of, or grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stockcapital stock of the Company except for the shares or options issued under the Company’s incentive plans; provided, however, that this clause (i) shall not apply to the issuance of any shares of capital stock, options or warrants in connection with any acquisition of a business that the Company currently has agreed to purchase if and as disclosed in the Registration Statement, if any; (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 post effective amendments to its Resale Prospectus without the prior written consent of the Representative; or (iiiii) 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 capital stock of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i) ), (ii), or (iiiii) above is to be settled by delivery of shares of Common Stock capital stock of the Company or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The restrictions contained in this Section 3.18 shall not apply to (i) the Ordinary Shares to be sold hereunder, (ii) the issuance (but not registration) by the Company agrees not to accelerate of Ordinary Shares upon the vesting exercise of any an outstanding stock option or warrant or the lapse conversion of a security outstanding on the date hereof, of which the Representative has been advised in writing and, (iii) the issuance by the Company of any repurchase right prior to the expiration security under any equity compensation plan of the Lock-Up Period. Company, or (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (Civ) any shares issuance of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days from six (6) months after the date of this Agreement (the “Lock-Up Period”), (i) issue, 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 or amend the terms of any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock, 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 (iiiii) 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 capital stock of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of Common Stock 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 Shares, except the Representative’s Warrants and shares of Common Stock underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; and (iii) the issuance of Common Stock pursuant to the Underwriters pursuant to this AgreementCompany’s existing stock option, equity incentive or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeRepresentatives, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or into, exercisable or exchangeable for shares of Common Stock, Stock or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. , (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) issuance by the Underlying Shares, (C) any Company of shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants any stock options or optionswarrants, in each case or upon the conversion of any shares of preferred stock of the Company, outstanding as of the Applicable date hereof and disclosed in the Registration Statement, the Time of Sale Disclosure Package and as the Prospectus; (iii) the issuance by the Company of shares of Common Stock or securities convertible into shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package or and the Prospectus, (D) ; provided that prior to the issuance of any such shares of Common Stock or options to purchase any securities convertible into shares of Common Stock where such shares or other any shares securities vest within the Lock-Up Period, the Company shall cause each recipient of such grant or issuance to execute and deliver to you a lock-up agreement substantially in the form of Exhibit A hereto (a “Lock-Up Agreement”) and issue stop order restrictions to its transfer agent and registrant for the Common Stock based award issued with respect to any transaction or granted pursuant contemplated transaction that would constitute a breach or default under the applicable Lock-Up Agreement; (iv) the filing of a registration statement on Form S-8 with respect to the Company’s stock equity incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan plans in effect at on the Applicable Time date hereof and as described in the Registration Statement, the Time of Sale Disclosure Package or and the Prospectus, and ; or (Ev) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock Stock, or other securities issued any security convertible into or exercisable for shares of Common Stock, in connection with a transaction the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with an unaffiliated third party that includes a bona fide commercial relationship (including such acquisition, or in connection with joint ventures, marketing commercial relationships or distribution arrangementsother strategic transactions; provided, 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 of Common Stock issued that the Company may sell or issue or agree to sell or issue pursuant to this clause (Ev) shall not exceed five percent (5%) % of the total number of outstanding shares of Common Stock issued and outstanding immediately following the issuance and sale completion of the Offered Securities pursuant hereto transactions contemplated by this Agreement, and (y) provided further, that the Company shall cause each recipient of any such shares of Common Stock or other securities issued to execute and deliver to you, on or granted pursuant prior to clause (E) during the such issuance, a Lock-Up Period shall enter into an agreement substantially in Agreement and issue stop order restrictions to its transfer agent and registrar for the form Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of Exhibit B heretoor default under the applicable Lock-Up Agreement.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days six months from the date of this Agreement Effective Date (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) any Ordinary Shares issued under Company Stock Plans or warrants issued by the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (DC) any shares of Common options and other awards granted under a Company Stock Plan or options to purchase any shares of Common Stock or other any shares of Common Stock based award Ordinary Shares issued or granted pursuant to the Company’s stock incentive plans, an employee stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (ED) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (ED) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause (ED) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days from twelve months (12) months after the date of this Agreement Closing Date (the “Lock-Up Period”), (i) issue, 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 or modify the terms of any option, right right, or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Common Shares or file with the Commission a registration statement under the Securities Act relating to, any other shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Common Shares, or other 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 ADSs, Common StockShares, or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Common Shares or other shares of capital stock of the Company (iiother than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) 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 ADSs, Common Shares or other capital stock of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of ADSs, Common Shares, other shares of Common Stock capital stock of the Company or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and ADSs underlying the Representative’s Warrants to be sold hereunder, and (ii) the issuance by the Company agrees not to accelerate of Common Shares upon the vesting exercise of any an outstanding option or warrant or the lapse conversion of any repurchase right prior to a security outstanding on the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) date hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described disclosed in the Registration Statement, Statement and the Pricing Disclosure Package or Package; (iii) the Prospectus, (D) any shares issuance by the Company of Common Stock or options to purchase any shares of Common Stock Shares or ADSs or other any shares equity awards of Common Stock based award issued the Company for compensatory purposes; or granted pursuant to (iv) the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares issuance of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including mergers, acquisitions, joint ventures, marketing or distribution licensing arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of other similar non-capital raising transactions provided such securities are not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Common Stock issued registered pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretoa registration statement.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeRepresentatives, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date that is 180 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), or any securities convertible into or exercisable or exchangeable for shares of Common Stock or Class B Common Stock, or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesClass B Common Stock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this AgreementAgreement and (i) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under any Company Stock Plan that is in effect as of or prior to the First Closing Date, (ii) issuances of shares of Common Stock upon the exercise of options or other awards granted under any Company Stock Plan, (iii) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, provided that such securities shall be restricted from sale during the Lock-Up Period, (iv) the issuance of shares of Common Stock issuable upon the exchange of shares of the Company’s Class B Common Stock as described in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (v) the filing of one or more registration statements on Form S-8. The Company agrees not to accelerate the vesting of any option or warrant or the lapse exercise any repurchase or expiry right in respect of any repurchase right option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx and KKR, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Securities 1933 Act relating to, any securities of the Company that are substantially similar to the Securities, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exercisable or exchangeable for shares of Common Stockfor, or that represent the right to receive, Common Stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of 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 shares of Common Stock or such other securities, in cash or otherwise, except otherwise (other than the Securities to the Underwriters be sold hereunder or pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option employee equity incentive plans existing on, or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), except (a) issuances of Securities issued as consideration for the acquisition of equity interests or assets of any person, or the exercise acquiring by the Company by any other manner of warrants any business, properties, assets, or optionspersons, in each case outstanding as one transaction or a series of the Applicable Time and as described in the Registration Statement, the Disclosure Package related transactions or the Prospectus, (D) any shares filing of Common Stock or options a registration statement related to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entitysuch Securities; provided that (x) no more than an aggregate of 10% of the aggregate number of shares of Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) the Company’s capital stock outstanding as of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Offered Securities pursuant hereto Closing Date are issued as consideration in connection with all such acquisitions and (y) prior to the recipient issuance of any such shares of Common Stock the Company’s capital stock each recipient of such shares agrees in writing to be subject to the “lock-up” described in Section 5(g) herein and (b) entry into, and public announcement of, agreements to issue (but not the actual issuance of) Securities as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any other securities issued manner of any business, properties, assets, or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially persons, in the form one transaction or a series of Exhibit B heretorelated transactions.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement; (ii) pursuant to the exercise or conversion of any options, warrants, rights or convertible securities outstanding on the date hereof and disclosed in the Time of Sale Disclosure Package and the Prospectus or issued thereafter pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus; provided, however, that any recipients thereof enter into Lock-Up Agreements (as defined below) in substantially the form of Exhibit A hereto with respect to the remaining portion of the Lock-Up Period or, in the case of the issuance of options, such options do not become exercisable during the remaining portion of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing of one or more registration statements on Form S-8 with respect to any options, warrants, rights or convertible securities granted pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 60 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. , (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares issuances of Common Stock issued such securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as on the date hereof, (iii) grants of such securities pursuant to the Applicable Time terms of a plan in effect on the date hereof and as described in the Registration Statement, the Disclosure Package or the Prospectus, (Div) any shares issuances of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted securities pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at exercise of options awarded to the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued grantee pursuant to clause (Eiii), and (v) the issuance of such securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of this clause (v), (A) such securities shall not in the aggregate exceed five ten percent (510%) of the total number of Company’s outstanding ordinary shares of Common Stock immediately following on a fully-diluted basis after giving effect to the issuance and sale of the Offered Securities pursuant hereto contemplated by this Agreement, (B) this clause (v) can be relied on for only one transaction or series of related transactions and (yC) the recipient shall have executed a “lock-up” agreement in the form of any Exhibit A hereto agreeing not to dispose of such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretoPeriod.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx & Co., for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The restrictions contained in this Section 4(b)(ix) shall not apply to (i) the issuance by the Company agrees not to accelerate of shares of Common Stock upon the vesting exercise of any a stock option or warrant or the lapse conversion of a security outstanding on the date hereof, (ii) grants of options or the issuance of shares of Common Stock by the Company pursuant to equity incentive plans described in the Time of Sale Disclosure Package, (iii) the issuance of options or other equity awards to consultants of the Company in the ordinary course of business, and (iv) securities of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereof; provided, that in the case of clauses (iii) and (iv) any repurchase right prior recipient (as applicable) agrees to be bound in writing by the expiration restrictions set forth herein for the remainder of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time Period and as described in the Registration Statementcase of clause (iv), the Disclosure Package or the Prospectus, (D) any shares aggregate amount of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to clause (E) such issuances shall not exceed five percent (5%) % of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) Company on the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretodate hereof.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days six months from the date of this Agreement Effective Date (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares Ordinary Shares issued under a share or option plan duly adopted for such purpose by the Board or a committee of Common Stock the Board or warrants issued pursuant to by the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares options and other awards granted under a share or option plan duly adopted for such purpose by the Board or a committee of Common Stock the Board or options to purchase any shares of Common Stock or other any shares of Common Stock based award Ordinary Shares issued or granted pursuant to the Company’s stock incentive plans, an employee stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 a hundred and eighty (180) days from after the date of this Agreement closing the Offering (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock ADS, Ordinary Share or any securities convertible into or exercisable or exchangeable for shares ADSs or Ordinary Shares, (ii) complete any offering of Common Stockdebt securities of the Company, other than entering into a line of credit with a traditional bank, or (iiiii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock ADSs, Ordinary Shares or any such other securities, whether any such transaction described in clause (i), (ii)) or (iiiii) above is to be settled by delivery of shares of Common Stock ADSs, Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement; (iv) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any ADS, Ordinary Share or such securities. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (Ai) the Offered SecuritiesADSs or the Shares to be sold hereunder, (Bii) the Underlying Shares, (C) any shares issuance by the Company of Common Stock issued pursuant to the conversion ADSs or exchange of convertible or exchangeable securities or Ordinary Shares upon the exercise of warrants a stock option or options, in each case warrant or the conversion of a security outstanding as of on the Applicable Time date hereof and as described disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (Diii) any the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of Common Stock or options to purchase the Company under any shares equity compensation plan of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, Company and (Eiv) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) acquisitions or strategic transactions approved by a majority of the total number of outstanding shares of Common Stock immediately following the issuance and sale disinterested directors of the Offered Securities pursuant hereto Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and (y) carry no registration rights that require or permit the recipient filing of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) registration statement in connection therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe 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.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeRepresentatives, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up LockUp Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except . The foregoing Lock-Up Period shall not apply to (i) the Securities to be sold to the Underwriters pursuant to this Agreement; (ii) any shares of Common Stock issued by the Company upon the exercise of an option or warrant, the exercise of any preemptive rights, the vesting of a restricted stock unit or the conversion or exchange of a security outstanding on the date hereof and referred to in the Time of Sale Disclosure Package and the Prospectus, (iii) any shares of Common Stock or restricted common stock issued or restricted stock units or options to purchase Common Stock granted pursuant to any Company Stock Plans or deferred compensation arrangements referred to in the Time of Sale Disclosure Package and the Prospectus, (iv) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Time of Sale Disclosure Package and the Prospectus, (v) shares of Common Stock or other securities issued by the Company in connection with joint ventures, commercial relationships or other strategic transactions; provided, however, that any recipients of securities pursuant to this clause (v) shall enter into Lock-Up Agreements (as defined below) in substantially the form of Exhibit A hereto with respect to the remaining portion of the Lock-Up Period; or (vi) the filing of one or more registration statements on Form S-8 with respect to any securities issued pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement, (ii) pursuant to the exercise or conversion of any options, warrants, rights or convertible securities outstanding on the date hereof and disclosed in the Time of Sale Disclosure Package and the Prospectus, or (iii) securities issued pursuant to employee benefit plans, equity incentive plans or similar plans existing on the date hereof and described in the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.. If (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E1) during the last 17 days of the Lock-Up Period Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Representative in writing, shall enter into an agreement substantially in continue to apply until the form expiration of Exhibit B heretothe date that is 18 calendar days after the date on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The Company will provide the Representative and each stockholder subject to the Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the extension of the Lock-Up Period.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing for a period of 180 days up to 12 months from the date on which the trading of this Agreement the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i4(k)(i) hereof shall not apply to: (A) the Offered Securities, (B) Ordinary Shares underlying the Underlying SharesUnderwriter’s Warrants, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award security issued or granted pursuant proposed to the Company’s stock incentive plans, be issued under an employee stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at (which shall be no more than 10% of the Applicable Time Company’s then issued and as described in the Registration Statementoutstanding shares)in each case, the Disclosure Package or the Prospectus, and (ED) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (ED) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretoSecurities.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representativehave agreed not to, for a period of 180 days from 6 months after the date of this Agreement (the “Lock-Up Period”), (i) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stockcapital stock of the Company; (ii) file or caused to be filed any registration statement with the SEC 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; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iiiv) 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 capital stock of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i), (ii), (iii) or (iiiv) above is to be settled by delivery of shares of Common Stock capital stock of the Company or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) any Ordinary Shares issued under Company share plans or warrants issued by the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (DC) any shares of Common Stock options and other awards granted under a Company share plan or options to purchase any shares of Common Stock or other any shares of Common Stock based award Ordinary Shares issued or granted pursuant to the Company’s stock incentive plans, stock an employee share purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (ED) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (ED) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause (ED) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto. (iii) If the Representative, in its sole discretion, agrees to release or waive the restrictions or a lock-up agreement described in Section 3(n) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit C hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit D hereto through a major news service at least two business days before the effective date of the release or waiver.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeEvercore Group L.L.C., for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement; (ii) the issuance by the Company of shares of Common Stock to pay the accrued but unpaid preferred return to holders of Series A Preferred Units of ElectroCore LLC as described in the Time of Sale Disclosure Package and in the Prospectus; (iii) the issuance by the Company of shares of Common Stock upon the exercise of any stock options or warrants, or upon the conversion of any shares of preferred stock of the Company, outstanding as of the date hereof and disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (iv) the issuance by the Company of shares of Common Stock or securities convertible into shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; provided that prior to the issuance of any such shares of Common Stock or securities convertible into shares of Common Stock where such shares or securities vest within the Lock-Up Period, the Company shall cause each recipient of such grant or issuance to execute and deliver to you a lock-up agreement substantially in the form of Exhibit A hereto (a “Lock-Up Agreement”) and issue stop order restrictions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach or default under the applicable Lock-Up Agreement; (v) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; and (vi) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (vi) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to you, on or prior to such issuance, a Lock-Up Agreement and issue stop order restrictions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days from twelve (12) months after the date of this Agreement (the “Lock-Up Period”), (i) issue, 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, change the terms of, or grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with any share capital of the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Company or any securities convertible into or exercisable or exchangeable for shares share capital of Common Stock, the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any share capital of the Company or any securities convertible into or exercisable or exchangeable for share capital of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iiiii) 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 share capital of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares share capital of Common Stock the Company or such other securities, in cash or otherwise, except . The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and Representative Warrant Shares to be sold hereunder; (ii) the issuance by the Company of Class A Shares or Class B Shares upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance of Class A Shares or Class B Shares pursuant to the Underwriters Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) Class A Shares or Class B Shares, options or convertible securities issued to banks, equipment lessors or other financial 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; or (v) Class A Shares or Class B 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 by a majority of the disinterested directors of the Company, provided the recipient of any such Class A Shares or Class B Shares or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.16 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will notalso covenants with each Underwriter that, without the prior written consent of Xxxxx Xxxxxxx & Co. on behalf of the RepresentativeUnderwriters, for a it will not, during the period of 180 ending 90 days from after the date of this Agreement the Prospectus (the “Lock-Up Restricted Period”), (i1) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, make any short sale, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or (ii2) 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 shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (i) 1 or (ii) 2 above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except otherwise or (3) confidentially submit any draft registration statement or file any registration statement with the Commission relating to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting offering of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence shall not apply to purchase any (a) the Securities to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or other warrant or the conversion or vesting of a security outstanding on the date hereof of which the Underwriters have been advised in writing, provided that, any director or executive officer that is a recipient of such shares has delivered to the Underwriters a “lock-up” agreement (the “Lock-Up Agreement”) substantially in the form of Exhibit A hereto, (c) 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 (i) such plan does not provide for the transfer of Common Stock based award issued or granted pursuant during the Restricted Period and (ii) to the Company’s extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period, (d) grants of stock incentive plansoptions, stock purchase planawards, restricted stock, restricted stock ownership plan units or dividend reinvestment plan in effect at other equity awards and the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares issuance of Common Stock or other securities issued convertible into or exercisable for Common Stock (whether upon the exercise of stock options, the vesting of restricted stock units, or otherwise) to employees, officers, directors, advisors, or consultants of the Company pursuant to the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, provided that the Company shall cause each newly appointed director or executive officer that is a recipient of such securities to enter into a Lock-Up Agreement substantially in the form of Exhibit A covering the remainder of the Restricted Period, (e) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date hereof and described in the Time of Sale Prospectus or any assumed benefit plan contemplated by clause (f) below, (f) the entry into an agreement providing for the issuance by the Company of Common Stock or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock in connection with a transaction (x) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with an unaffiliated third party that includes a bona fide commercial relationship such acquisition, and the issuance of any Common Stock or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock pursuant to any such agreement or (including y) the Company’s joint ventures, marketing or distribution arrangementscommercial relationships and other strategic transactions, 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 of Common Stock issued securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (Ef) shall not exceed five percent (5%) % of the total number of outstanding shares of Common Stock outstanding as of the Closing Date immediately following the issuance and sale completion of the Offered Securities pursuant hereto transactions contemplated by this Agreement to be completed as of that date and (y) the recipient provided all recipients of any such securities shall enter into a Lock-Up Agreement covering the remainder of the Restricted Period and (g) the issuance by the Company of warrants in connection with debt financings and the issuance by the Company of shares of Common Stock upon the exercise of such warrants provided that the aggregate number of warrants or other securities issued convertible into, exercisable for or granted which are otherwise exchangeable for or represent the right to receive Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (Eg) during shall not exceed 5% of the total number of shares of Common Stock outstanding as of the Closing Date immediately following the completion of the transactions contemplated by this Agreement to be completed as of that date and provided all recipients of any such securities shall enter into a Lock-Up Period shall enter into an agreement substantially in Agreement covering the form remainder of Exhibit B heretothe Restricted Period.

Company Lock-Up. (i) The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days from six (6) months after the date of this Agreement (the “Lock-Up Period”), (i) issue, 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 or amend the terms of any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock, 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 (iiiii) 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 capital stock of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of Common Stock capital stock of the Company or such other securities, in cash or otherwise, except . The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; and (iii) the issuance of Common Stock pursuant to the Underwriters pursuant to this AgreementCompany’s existing stock option, equity incentive or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 days from the date commencement of this Agreement the Company’s first day of trading (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares Ordinary Shares of Common Stockthe Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iiiv) enter into any swap or other agreement arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock Ordinary Shares or any such other securitiessecurities of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiv) above is to be settled by delivery of shares of Common Stock Ordinary Shares or such other securitiessecurities of the Company, in cash or otherwise, except to the Underwriters Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock Class A Ordinary Shares issued pursuant to under a company stock plan or warrants issued by the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock options and other awards granted under a company stock plan or options to purchase any shares of Common Stock or other any shares of Common Stock based award Class A Ordinary Shares issued or granted pursuant to the Company’s stock incentive plans, an employee stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock Class A Ordinary Shares 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 of Common Stock Class A Ordinary Shares issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Class A Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Class A Ordinary Shares or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (iA) The Company will not, without the prior written consent of the RepresentativeRepresentatives, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (i1) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (ii2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. (B) The restrictions contained in the preceding paragraph shall not apply to (1) the Securities to be sold hereunder, except to (2) the Underwriters pursuant to this Agreement. The issuance by the Company agrees not to accelerate of shares of Common Stock upon the vesting exercise of any an option or warrant or the lapse conversion of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case a security outstanding as of the Applicable Time date hereof and as described in the Registration Statement, in the Time of Sale Disclosure Package or and in the Prospectus, (D3) any shares the issuance by the Company of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing convertible into 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 exercisable for shares of Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, in the Time of Sale Disclosure Package and in the total number of outstanding shares of Common Stock immediately following Prospectus; provided, that, prior to the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued where the shares of Common Stock or granted pursuant other securities vest within the Restricted Period, the Company shall cause each recipient of such grant or issuance to clause (E) during the Lockexecute and deliver to you a lock-Up Period shall enter into an up agreement substantially in the form of Exhibit B heretoA hereto (each a “Lock-Up Agreement”) and issue stop order restrictions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement, (4) the filing by the Company of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, or (5) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (5) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to you, on or prior to such issuance, a Lock-Up Agreement and issue stop order restrictions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

Company Lock-Up. (i) The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days from after the date of this Agreement the Offering is completed (the “Lock-Up Period”), (i) issue, 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, change the terms of, or grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stockcapital stock of the Company except for the shares or options issued under the Company’s incentive plans; provided, however, that this clause (i) shall not apply to the issuance of any shares of capital stock, options or warrants in connection with any acquisition of a business that the Company currently has agreed to purchase if and as disclosed in the Registration Statement, if any; (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; or (iiiii) 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 capital stock of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i) ), (ii), or (iiiii) above is to be settled by delivery of shares of Common Stock capital stock of the Company or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The restrictions contained in this Section 3.18 shall not apply to (i) the Ordinary Shares to be sold hereunder, (ii) the issuance (but not registration) by the Company agrees not to accelerate of Ordinary Shares upon the vesting exercise of any an outstanding stock option or warrant or the lapse conversion of a security outstanding on the date hereof, of which the Representative has been advised in writing and, (iii) the issuance by the Company of any repurchase right prior to the expiration security under any equity compensation plan of the Lock-Up Period. Company, or (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (Civ) any shares issuance of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, except for customary exempt issuances, without the prior written consent of the RepresentativeUnderwriters, from the date of execution of this Agreement and continuing for a period of 180 days from the date on which the trading of this Agreement the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stockcapital stock of the Company (except in the ordinary course to employees, directors and other service providers); (ii) file or 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 (except a S-8 registration statement); (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iiiv) 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 capital stock of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i), (ii), (iii) or (iiiv) above is to be settled by delivery of shares of Common Stock capital stock of the Company or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i4(k)(i) hereof shall not apply to: (A) the Offered Securities, (B) Ordinary Shares underlying the Underlying SharesUnderwriters’ Warrants, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award security issued or granted pursuant proposed to the Company’s stock incentive plans, be issued under an employee stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at (which shall be no more than 10% of the Applicable Time Company’s then issued and as described in the Registration Statement, the Disclosure Package or the Prospectusoutstanding shares)in each case, and (ED) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (ED) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto to this Agreement and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause clauses (EB), (C) and (D) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeRepresentatives, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Ordinary Shares 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 shares of Common Stock or any such other securitiesOrdinary Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) . The restrictions contained in this Section 3(n)(i4(j) hereof shall not apply to: to (Ai) the Offered SecuritiesSecurities to be sold hereunder or the issuance of the Representatives’ Warrants, (Bii) the Underlying Shares, (C) any shares issuance by the Company of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or Ordinary Shares upon the exercise of warrants a stock option or options, in each case warrant or the conversion of a security outstanding as of on the Applicable Time date hereof and as described disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (Diii) any the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of Common Stock or options to purchase capital stock of the Company under any shares equity compensation plan of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described Company disclosed in the Registration Statement, the Disclosure Package or the Prospectus, Prospectus and (Eiv) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) acquisitions or strategic transactions approved by a majority of the total number of outstanding shares of Common Stock immediately following the issuance and sale disinterested directors of the Offered Securities pursuant hereto Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and (y) carry no registration rights that require or permit the recipient filing of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) registration statement in connection therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe 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.

Company Lock-Up. (i) The Company will shall not, without the prior written consent of the Representative, for a period of 180 days from six (6) months after the date of this Agreement Effective Date (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) any Ordinary Shares or securities exercisable or convertible into Ordinary Shares issued under the Underlying Shares, Company’s share option and other share plans or arrangements (Cthe “Company Share Plans”) any shares of Common Stock or warrants issued pursuant to by the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (DC) any shares of Common Stock options and other awards granted under a Company Share Plan or options to purchase any shares of Common Stock or other any shares of Common Stock based award Ordinary Shares issued or granted pursuant to the Company’s stock incentive plans, stock an employee share purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (ED) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (ED) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause (ED) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto. (iii) If the Representative, in its sole discretion, agrees to waive the restrictions or a lock-up letter described in this Section 3(n) for an officer or director 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 such 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 at least two (2) Business Days before the effective date of such release or waiver.

Company Lock-Up. (i) The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days from six (6) months after the date of this Agreement (the “Lock-Up Period”), (i) issue, 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, change the terms of, or grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock, 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 (iiiii) 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 capital stock of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of Common Stock capital stock of the Company or such other securities, in cash or otherwise, except . The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; or (iii) the issuance of Common Stock pursuant to the Underwriters Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iii) of this Section 3.18 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing for a period of 180 days 6 months from the date on which the trading of this Agreement the ADSs on a Senior Exchange commences (the “Lock-Up Period”), (i) issue, 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, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock American Depositary Shares, Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common Stock American Depositary Shares, 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 shares of Common Stock American Depositary Shares, Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i4(k)(i) hereof shall not apply to: (A) the Offered Securities, (B) any Ordinary Shares previously issued under incentive plans as described as outstanding in the Underlying SharesRegistration Statement and the Prospectus, (C) any shares of Common Stock options and other awards granted under an incentive plan or Ordinary Shares issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsan employee share purchase plan, in each case outstanding as of the Applicable Time and case, as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time Statement and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (EC) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (EC) shall not exceed five percent (5%) of the total number of issued and outstanding shares of Common Stock Ordinary Shares or securities convertible into Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto to this Agreement and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause clauses (EB) and (C) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days from six (6) months after the date of this Agreement (the “Lock-Up Period”), (i) issue, 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 or amend the terms of any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock, 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 (iiiii) 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 capital stock of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of Common Stock 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 Units, except the Shares comprising the Units, the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; and (iii) the issuance of Common Stock pursuant to the Underwriters pursuant to this AgreementCompany’s existing stock option, equity incentive or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 days six (6) months from the date commencement of this Agreement the Company’s first day of trading on the Nasdaq Capital Market (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Share or any securities convertible into or exercisable or exchangeable for shares Ordinary Shares, (ii) complete any offering of Common Stockdebt securities of the Company, other than entering into a line of credit with a traditional bank, or (iiiii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (Ai) the Offered SecuritiesSecurities to be sold hereunder, (Bii) the Underlying Shares, (C) any shares issuance by the Company of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or Ordinary Shares upon the exercise of warrants a stock option or options, in each case warrant or the conversion of a security outstanding as of on the Applicable Time date hereof and as described disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (Diii) any the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of Common Stock or options to purchase capital stock of the Company under any shares equity compensation plan of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (Eiv) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) acquisitions or strategic transactions approved by a majority of the total number of outstanding shares of Common Stock immediately following the issuance and sale disinterested directors of the Offered Securities pursuant hereto Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and (y) carry no registration rights that require or permit the recipient filing of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) registration statement in connection therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe 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.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days six months from the date commencement of this Agreement the sale of the public securities in the offering (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock Ordinary Shares issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time Closing Date and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock Ordinary Shares or options to purchase any shares of Common Stock Ordinary Shares or other any shares of Common Stock Ordinary Shares based award issued or granted pursuant to the Company’s stock share incentive plans, stock share purchase plan, stock share ownership plan or dividend reinvestment plan in effect at the Applicable Time Closing Date and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will shall not, without the prior written consent of the Representative, for a period of 180 days from six (6) months after the date of this Agreement Effective Date (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) any Ordinary Shares or securities exercisable or convertible into Ordinary Shares issued under the Underlying Shares, Company’s stock option and other stock plans or arrangements (Cthe “Company Stock Plans”) any shares of Common Stock or warrants issued pursuant to by the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (DC) any shares of Common options and other awards granted under a Company Stock Plan or options to purchase any shares of Common Stock or other any shares of Common Stock based award Ordinary Shares issued or granted pursuant to the Company’s stock incentive plans, an employee stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (ED) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (ED) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause (ED) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto. (iii) If the Representative, in its sole discretion, agrees to waive the restrictions or a lock-up letter described in this Section 3(n) for an officer or director 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 such 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 at least two (2) Business Days before the effective date of such release or waiver.

Company Lock-Up. (i) The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativeRepresentatives, it will not, for a period of 180 days from three (3) months after the date of this Agreement (the “Lock-Up Period”), (i) issue, 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, change the terms of, or grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock, 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 (iiiii) 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 capital stock of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of Common Stock 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 Shares, except the Warrants, the Representatives’ Unit Purchase Option and shares underlying the Warrants and the Representatives’ Unit Purchase Option to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance of Common Stock pursuant to the Underwriters Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial 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; or (v) 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 by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeRepresentatives, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date that is 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Stock, or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except (A) the Securities to be sold to the Underwriters hereunder, (B) the issuance of options, warrants, restricted stock units, performance stock units, restricted stock or other equity awards to acquire shares of Common Stock granted pursuant to the Company Stock Plans that are described in the Prospectus, as such plans may be amended, (C) the issuance of shares of Common Stock upon the exercise or vesting of any such options, warrants, restricted stock units, performance stock units, restricted stock or other equity awards to acquire shares of Common Stock, (D) shares of Common Stock issued upon exercise of outstanding warrants and, (E) the filing of one or more Registration Statements on Form S-8 registering securities pursuant to the Company Stock Plans; (F) the issuance or sale of Common Stock, or securities convertible into or exchangeable for, Common Stock as consideration for mergers, acquisitions, other business combinations, joint ventures, strategic alliances and other business transactions occurring after the date of this Agreement, provided that the aggregate number of shares of Common Stock, or securities convertible into or exchangeable for Common Stock, that the Company may issue or sell pursuant to this clause (F) shall not exceed 10% of the total number of shares of Common Stock outstanding as of the First Closing Date immediately following the issuance and sale of the Securities pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse exercise any repurchase or expiry right in respect of any repurchase right option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days from six (6) months after the date of this Agreement (the “Lock-Up Period”), (i) issue, 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, change the terms of, or grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock, 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 (iiiii) 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 capital stock of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of Common Stock capital stock of the Company or such other securities, in cash or otherwise, except . The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and Class A Shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Class A Shares upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; and (iii) the issuance of Class A Shares pursuant to the Underwriters pursuant to this AgreementCompany’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except except, in each case, for (u) the sale of the Securities as contemplated by this Agreement, (v) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities or upon the vesting of equity awards disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (w) the issuance by the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to the Underwriters Company’s equity incentive plans in effect on the date hereof, in the ordinary course of business consistent with past practices and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (x) the issuance by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (y) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (y) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Company. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing for a period of 180 days 12 months from the date on which the trading of this Agreement the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i4(k)(i) hereof shall not apply to: (A) the Offered Securities, (B) Ordinary Shares underlying the Underlying SharesUnderwriter’s Warrants, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award security issued or granted pursuant proposed to the Company’s stock incentive plans, be issued under an employee stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at (which shall be no more than 10% of the Applicable Time Company’s then issued and as described in the Registration Statementoutstanding shares)in each case, the Disclosure Package or the Prospectus, and (ED) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (ED) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretoSecurities.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Ordinary Shares 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 shares of Common Stock or any such other securitiesOrdinary Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) . The restrictions contained in this Section 3(n)(i4(n) hereof shall not apply to: to (Ai) the Offered SecuritiesOrdinary Shares to be sold hereunder and the issuance of the Representative’s Warrants, (Bii) the Underlying Shares, (C) any shares issuance by the Company of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or Ordinary Shares upon the exercise of warrants a stock option or options, in each case warrant or the conversion of a security outstanding as of on the Applicable Time date hereof and as described disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, and (Eiii) the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion capital stock of the Company under any equity compensation plan of another entity; provided that the Company disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, and (xiv) the aggregate number of shares of Common Stock securities issued pursuant to clause (E) shall not exceed five percent (5%) acquisitions or strategic transactions approved by a majority of the total number of outstanding shares of Common Stock immediately following the issuance and sale disinterested directors of the Offered Securities pursuant hereto Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and (y) carry no registration rights that require or permit the recipient filing of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) registration statement in connection therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe 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.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days from the date of execution of this Agreement and continuing for one hundred eighty (180) days after the Closing Date (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Share or any securities convertible into or exercisable or exchangeable for shares of Common StockClass A Ordinary Shares, 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 shares of Common Stock Class A 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 shares of Common Stock Class A Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i3(o)(a)(i) hereof shall not apply to: (A) to the Offered SecuritiesSecurities to be sold hereunder. Further, (Bthe restrictions contained in Section 3(o)(a)(i) the Underlying Shares, (C) any shares of Common Stock hereof shall not apply to securities issued pursuant to the conversion acquisitions or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as strategic transactions approved by a majority of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares disinterested directors of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or dividend reinvestment plan in effect at permit the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares filing of Common Stock or other securities issued any registration statement 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe 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. The Representative will only give consent to waive or release the Company from the above lock-up after [●] days after the Closing Date.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 one hundred eighty (180) days from after the date (consummation of this Agreement the offering) of the closing of the offering of the Class A Ordinary Shares (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Share or any securities convertible into or exercisable or exchangeable for shares of Common StockClass A Ordinary Shares, 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 shares of Common Stock Class A 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 shares of Common Stock Class A Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i3(o)(a)(i) hereof shall not apply to: (A) the Offered SecuritiesSecurities to be sold hereunder, (B) the Underlying Shares, (C) any shares issuance by the Company of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or Class A Ordinary Shares upon the exercise of warrants a stock option or options, in each case warrant or the conversion of a security outstanding as of on the Applicable Time date hereof and as described disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (C) the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of the Company under any equity compensation plan of the Company and (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) acquisitions or strategic transactions approved by a majority of the total number of outstanding shares of Common Stock immediately following the issuance and sale disinterested directors of the Offered Securities pursuant hereto Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and (y) carry no registration rights that require or permit the recipient filing of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) registration statement in connection therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe 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.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days six (6) months from the effective date of this Agreement its Registration Statement (the “Lock-Up Period”), (i) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (ii) file or caused to be filed any registration statement with the Commission a registration statement under SEC relating to the Securities Act relating to, offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or (iiiii) 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 agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (i), (ii), (iii) or (iiiv) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plansplan, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities Offering pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, except for customary exempt issuances, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing for a period of 180 days from the date on which the trading of this Agreement the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stockcapital stock of the Company (except in the ordinary course to employees, directors and other service providers); (ii) file or 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 (except a S-8 registration statement); (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iiiv) 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 capital stock of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i), (ii), (iii) or (iiiv) above is to be settled by delivery of shares of Common Stock capital stock of the Company or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i4(k)(i) hereof shall not apply to: (A) the Offered Securities, (B) Ordinary Shares underlying the Underlying SharesUnderwriter’s Warrants, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award security issued or granted pursuant proposed to the Company’s stock incentive plans, be issued under an employee stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at (which shall be no more than 10% of the Applicable Time Company’s then issued and as described in the Registration Statement, the Disclosure Package or the Prospectusoutstanding shares)in each case, and (ED) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (ED) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto to this Agreement and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause clauses (EB), (C) and (D) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days six (6) months from the date closing of this Agreement the Offering (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) any Ordinary Shares issued under equity incentive plans or warrants issued by the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (DC) any shares of Common Stock options and other awards granted under equity incentive plans or options to purchase any shares of Common Stock or other any shares of Common Stock based award Ordinary Shares issued or granted pursuant to the Company’s stock incentive plans, stock an employee share purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (ED) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (ED) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause (ED) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeRepresentatives, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. Notwithstanding the foregoing, the Company may make, as referenced in the Registration Statement, the Time of Sale Disclosure Package and Prospectus, (w) issuances of shares of Common Stock to satisfy anti-dilution adjustment provisions for prior securities issuances, (z) issuances of shares of Common Stock pursuant to licensing agreements or similar agreements, and (aa) issuances of shares of Common Stock to satisfy the conversion of the Company’s 2019 Senior Convertible Notes and line of credit agreements. In addition, the Company may also make (x) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under the Company Stock Plans that are in effect as of or prior to the date hereof, or (y) issuances of shares of Common Stock upon the exercise of options or other awards granted under such Company Stock Plans. The Company agrees not to accelerate the vesting of any option or warrant or the lapse exercise any repurchase or expiry right in respect of any repurchase right option or warrant, including the common share purchase warrants issued in connection with the Company’s various private placements prior to the date hereof, prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 days from the date of this Agreement Applicable Time (the “Lock-Up Period”), (i) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of, directly or indirectly, or file with any Ordinary Shares of the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Company or any securities convertible into or exercisable or exchangeable for shares Ordinary Shares of Common Stockthe Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iiiv) 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 Ordinary Shares of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i), (ii), (iii) or (iiiv) above is to be settled by delivery of shares of Common Stock Ordinary Shares or such other securitiessecurities of the Company, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock Class A Ordinary Shares issued pursuant to under a company stock plan or warrants issued by the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock options and other awards granted under a company stock plan or options to purchase any shares of Common Stock or other any shares of Common Stock based award Class A Ordinary Shares issued or granted pursuant to the Company’s stock incentive plans, an employee stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock Class A Ordinary Shares 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 of Common Stock Class A Ordinary Shares issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Class A Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Class A Ordinary Shares or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days from the date of this Agreement Effective Date (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) any Ordinary Shares or securities exercisable or convertible into Ordinary Shares issued under the Underlying Shares, Company’s stock option and other stock plans or arrangements (Cthe “Company Stock Plans”) any shares of Common Stock or warrants issued pursuant to by the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (DC) any shares of Common options and other awards granted under a Company Stock Plan or options to purchase any shares of Common Stock or other any shares of Common Stock based award Ordinary Shares issued or granted pursuant to the Company’s stock incentive plans, an employee stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (ED) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (ED) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause (ED) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for For a period of 180 days from commencing on the date hereof and ending on the 60th day after the date of this Agreement (the “Lock-Up Period”), the Company will not, directly or indirectly, (i) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of, directly or indirectlyindirectly (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 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 shares of or repayable with Common Stock, or (ii) 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 such shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except (iii) file or cause to be filed a registration statement with the Commission, including any amendments, with respect to the Underwriters pursuant 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 a registration statement on Form S-8 with respect to this Agreementthe Company’s equity incentive plans described in the Registration Statement, the Time of Sale Information and the Prospectus), or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company agrees not to accelerate upon the vesting exercise of any an option or warrant or the lapse conversion of any repurchase right prior a security outstanding on the date hereof and referred to in the expiration Registration Statement, the Time of Sale Information and the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying SharesProspectus, (C) any shares of Common Stock or other equity-based awards issued or to be issued or options to purchase Common Stock granted or to be granted pursuant to the conversion employee benefit plans or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as equity incentive plans of the Applicable Time and as described Company referred to in the Registration Statement, the Disclosure Package or Time of Sale Information and the Prospectus, Prospectus and (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock equity-based award awards issued or granted to be issued pursuant to the Company’s any non-employee director stock incentive plans, stock purchase plan, stock ownership equity incentive plan or dividend reinvestment plan in effect at the Applicable Time and as described referred to in the Registration Statement, the Disclosure Package or Time of Sale Information and the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company, on behalf of the Company itself and any successor entity will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 days from after the date closing of this Agreement the Offering (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iiiv) enter into any swap or other agreement arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiessecurities of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiv) above is to be settled by delivery of shares of Common Stock or such other securitiessecurities of the Company, in cash or otherwise, except . If the Company and the Representative choose to do subsequent financing with the Underwriters pursuant to this Agreement. The Company agrees not to accelerate Representative as the vesting of any option underwriter or warrant or placement agent within 180 days and if it is mutually agreed that the lapse of any repurchase right prior to the expiration of lock-up arrangement can be waived (including the Lock-Up Period), then the Representative shall waive the lock-up clause as necessary as requested. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any issuance by the Company of shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants an outstanding stock option or optionswarrant or the conversion of a security outstanding on the date hereof, in each case case, describe as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (DC) the issuance by the Company of any shares of Common Stock or options to purchase security under any shares of Common Stock or other any shares of Common Stock equity-based award issued or granted pursuant to the Company’s stock compensation plan, incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan adopted and approved by a majority of the disinterested directors of the Company (the “Equity Incentive Plan”), (D) filing a registration statement on Form S-8 in effect at connection with the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectusregistration of shares of Common Stock issuable under any Equity Incentive Plan, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativePxxxx Xxxxxxx & Co., for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of or that represent the right to receive Common Stock, or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (i) or (iiA) above or this clause (B) is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, otherwise or (C) publicly announce any intention to do any of the foregoing except (1) to the Underwriters pursuant to this Agreement, (2) to directors, officers, employees and consultants of the Company pursuant to the Company’s equity incentive plans or trading plans that meet the requirements of 10b5-1(c)(1)(i)(B) under the Exchange Act, in each case existing on the date hereof and as described in the Company’s filings under the Exchange Act, (3) to holders of securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date 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 or to extend the term of such securities, (4) to third-parties receiving securities issued pursuant to 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 within 90 days following the date hereof, and provided that any such issuance shall only be to a party (or to the equity holders of a party) 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 and (5) shares of Common Stock issued to certain third parties and held in escrow by the Transfer Agent, which shares will be released by the Transfer Agent during the Lock-Up Period, provided that the terms of such escrow have not been amended since the date of this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days from six months (6) months after the date of this Agreement Closing Date (the “Lock-Up Period”), (i) issue, 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 or modify the terms of any option, right right, or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or file with the Commission a registration statement under the Securities Act relating to, any other shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares, or other shares of Common Stockcapital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares, or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or other shares of capital stock of the Company (iiother than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) 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 ADSs, Ordinary Shares or other capital stock of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of ADSs, Ordinary Shares, other shares of Common Stock capital stock of the Company or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and ADSs underlying the Representative’s Warrants to be sold hereunder, and (ii) the issuance by the Company agrees not to accelerate of Ordinary Shares upon the vesting exercise of any an outstanding option or warrant or the lapse conversion of any repurchase right prior to a security outstanding on the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) date hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described disclosed in the Registration Statement, Statement and the Pricing Disclosure Package or Package; (iii) the Prospectus, (D) any shares issuance by the Company of Common Stock or options to purchase any shares of Common Stock Ordinary Shares or ADSs or other any shares equity awards of Common Stock based award issued the Company for compensatory purposes; or granted pursuant to (iv) the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares issuance of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including mergers, acquisitions, joint ventures, marketing or distribution licensing arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of other similar non-capital raising transactions provided such securities are not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of Common Stock issued registered pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretoa registration statement.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 days from after the effective date of this Agreement the registration statement (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Share or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i3(o)(i) hereof shall not apply to: (Ai) the Offered SecuritiesSecurities to be sold hereunder, (Bii) the Underlying Shares, (C) any shares issuance by the Company of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or Ordinary Shares upon the exercise of warrants a stock option or options, in each case warrant or the conversion of a security outstanding as of on the Applicable Time date hereof and as described disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (Diii) any the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of Common Stock or options to purchase the Company under any shares equity compensation plan of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, Company and (Eiv) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) acquisitions or strategic transactions approved by a majority of the total number of outstanding shares of Common Stock immediately following the issuance and sale disinterested directors of the Offered Securities pursuant hereto Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and (y) carry no registration rights that require or permit the recipient filing of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) registration statement in connection therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe 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.

Company Lock-Up. (iDuring the period commencing on and including the date hereof and ending on and including the 60th day following the date of this Agreement ( the “Lock-Up Period”) The the Company will not, without the prior written consent of Cantor Xxxxxxxxxx & Co. (which consent may be withheld at the Representative, for a period sole discretion of 180 days from the date of this Agreement (the “Lock-Up Period”Cantor Xxxxxxxxxx & Co.), (i) issue, directly or indirectly offer, sell (including, without limitation, any short sale), assign, transfer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchaseestablish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectlyannounce the offering of, or file with the Commission a any registration statement under the Securities Act relating toin respect of, any shares Common Stock, options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than is contemplated by this Agreement with respect to the Conversion Shares) or publicly announce any intention to do any of the foregoing; provided, however, that the Company may (i) issue and sell the Securities hereunder (including any Conversion Shares upon conversion thereof), (ii) issue restricted Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Final Offering Memorandum, (iii) issue Common Stock pursuant to the valid exercises, vesting or settlements of options, warrants or rights outstanding on the date hereof, (iv) issue Common Stock or other securities to financial institutions or other lenders in connection with debt financing transactions (a “Financing Transaction”), (v) issue Common Stock in connection with an equity line financing (an “Equity Line Transaction”), (vi) enter into, exercise its rights under or terminate the Capped Call Confirmations, (vii) issue Common Stock upon the conversion of the Securities and (viii) file a registration statement relating to a Financing Transaction or an Equity Line Transaction (notwithstanding the foregoing, the actions set forth in clauses (iv), (v) and (vi) may not be taken under this paragraph (p) during the period commencing on and including the date hereof and ending on and including the 30th day following the date of this Agreement). The Company will cause each officer and director listed in Exhibit B to furnish to Cantor Xxxxxxxxxx & Co. prior to the Closing Date, a letter, substantially in the form of Exhibit A hereto. The Company also agrees that during the Lock-Up Period, other than for the sale of the Securities hereunder, the Company 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 shares of Common Stock, or except for (i) a registration statement on Form S-8 relating to employee benefit plans and (ii) enter into any swap one or other agreement that transfersmore registration statements, in whole preliminary prospectus or in partprospectus, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesamendment or supplement thereto relating to a Financing Transaction or an Equity Line Transaction (notwithstanding the foregoing, whether any such transaction described the actions set forth in clause (i) or (ii) above is to may not be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to taken under this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. paragraph (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (Ek) during the Lock-Up Period shall enter into an agreement substantially in period commencing on and including the form date hereof and ending on and including the 30th day following the date of Exhibit B heretothis Agreement).

Company Lock-Up. (ia) The Company will not, without For the prior written consent of the Representative, for a period of 180 days from the date of this Agreement specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) issueamend, modify or change the terms of any warrants to acquire Common Stock outstanding on the date hereof, (ii) offer, pledge, announce the intention to sell, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of Lock-Up Securities, purchase any option or (iii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase or otherwise transfer or dispose ofLock-Up Securities, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or (iiiv) enter into any swap swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of 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 shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. Securities, (iiv) The restrictions contained establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 3(n)(i16 of the Exchange Act or (vi) hereof shall not apply to: file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Placement Agents, except (A) grants of awards to purchase Lock-Up Securities, or issuing Lock-Up Securities, pursuant to employee benefit plans in effect on the Offered Securitiesdate hereof and described in the General Disclosure Package and the Final Prospectus, (B) the Underlying Shares, (C) any shares issuances of Common Stock issued Lock-Up Securities pursuant to the exercise, conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described date of this Agreement provided that the exercise price or conversion price of such securities are not lowered or otherwise materially amended in any manner that adversely affects the Investor or (C) issuances of Lock-Up Securities, which in the Registration Statement, aggregate shall not exceed 5% of the Disclosure Package or the Prospectus, (D) any outstanding shares of Common Stock or options to purchase any shares the Securities as of Common Stock or other any shares the date of Common Stock based award issued or granted pursuant to the Company’s stock incentive plansthis Agreement, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued consideration in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint venturescollaborations, marketing acquisitions or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than strategic transactions approved by a majority or controlling portion of the equity disinterested directors of another entity; the Company, provided that (x) any such issuance shall only be to a person or entity (or to the aggregate number equityholders of shares such entity) which is, itself or through its subsidiaries, an operating company or an owner of Common Stock issued pursuant an asset in a business synergistic with the business of the Company or any of the Subsidiaries and shall provide to clause (E) the Company additional benefits in addition to the investment of funds, but shall not exceed five percent (5%) include a transaction in which the Company is issuing securities primarily for the purpose of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Offered Securities pursuant hereto raising capital or to an entity whose primary business is investing in securities and (y) the recipient of any such Lock-Up Securities shall agree in writing to be bound by the terms of this Section 6.2(a). (b) For so long as any Warrant remain outstanding, the Company and each of its Subsidiaries shall be prohibited from effecting or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company or any subsidiary (i) issues or sells any Convertible Securities either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such Convertible Securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such Convertible Securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, other securities issued or granted than pursuant to clause a customary “weighted average” anti-dilution provision or (Eii) during enters into any agreement (including, without limitation, an equity line of credit) whereby the Lock-Up Period Company or any subsidiary may sell securities at a future determined price (other than standard and customary “preemptive” or “participation” rights). The Investor shall enter into an agreement substantially be entitled to obtain injunctive relief against the Company and its subsidiaries to preclude any such issuance, which remedy shall be in the form of Exhibit B heretoaddition to any right to collect damages.

Company Lock-Up. For a period commencing on the date hereof and ending on the 90th day after the closing of the Offering (i) The the “Lock-Up Period”), the Company will notagrees not to, directly or indirectly, without the prior written consent of the Representative, (1) offer for a period of 180 days from the date of this Agreement (the “Lock-Up Period”), (i) issue, offer, pledge, announce the intention to sellsale, 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 pledge or otherwise transfer dispose of (or dispose of, directly enter into any transaction or indirectlydevice that is designed to, or file with the Commission a registration statement under the Securities Act relating would be reasonably 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 exchangeable for Common Stock or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock, or (ii2) 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 securitiesStock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except (3) file or cause to be filed a registration statement, including any amendments, with respect to the Underwriters registration under the 1933 Act for the offer and sale by the Company of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding sentence shall not apply to any one or more of the following: (A) the Shares to be sold hereunder and any post-effective amendments to the Registration Statement filed consistent with the terms of this Agreement, (B) the issuance or grant of shares of Common Stock, restricted stock awards, restricted stock units, performance units, options to purchase Common Stock or units pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the date of this Agreement. The Agreement or pursuant to currently outstanding restricted stock units, performance units, options, warrants or rights, (C) the issuance of shares of Common Stock upon the conversion of convertible notes outstanding on the date hereof and described in the Prospectus, or as payment of accrued interest thereon, as makewhole payments made in connection with certain conversions thereof or as payments made pursuant thereto in connection with qualifying fundamental changes to the Company, (D) the filing by the Company agrees not to accelerate the vesting of any option or warrant or the lapse registration statement on Form S-8 in respect of any repurchase right employee benefit plan, qualified stock option plan or other employee compensation plan in effect on the date hereof and described in the Prospectus, (E) any shares of Common Stock that may be issuable to Tai-Saw Technology Co., Ltd. (“TST”) pursuant to the acquisition agreement among the Company, TST and other parties thereto dated October 15, 2021, (F) the announcement of entry into a definitive agreement with respect to any strategic partnership, joint venture, collaboration, merger, copromotion or distribution agreement or acquisition agreement and any related public disclosures provided that no shares of Common Stock are issued pursuant thereto prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (EG) shares of Common Stock to be issued to one or other securities issued more counterparties in connection with the consummation of a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including strategic partnership, joint venturesventure, marketing collaboration, merger, co-promotion or distribution arrangementsarrangement, collaboration agreements or intellectual property license agreements) the acquisition or in-licensing of any acquisition of assets business products or acquisition of not less than a majority or controlling portion of the equity of another entitytechnologies; provided provided, that (x) the aggregate number of shares of Common Stock issued pursuant to clause under this subsection (EG) shall not exceed five percent (5%) % of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Offered Securities pursuant hereto Company outstanding as of the date hereof; and (y) the provided further, that prior to such issuance, each recipient of any such shares of Common Stock or other securities issued or granted pursuant under this subsection (G) shall execute and deliver to clause (E) during the Representative a Lock-Up Period shall enter into an agreement Agreement (as defined below) substantially in the form of Exhibit B Schedule D hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeUnderwriters, for a period of starting from the Applicable Time and for 180 days from after the date closing of this Agreement the Offering (the “Lock-Up Period”), (i) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, enter into any “at-the-market” or continuous equity, or otherwise transfer or dispose of, directly or indirectly, or file with any Class B Ordinary Shares of the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Company or any securities convertible into or exercisable or exchangeable for shares Class B Ordinary Shares of Common Stockthe Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any Class B Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Class B Ordinary Shares of the Company other than registration statements on Form S-8 filed with the SEC after the Closing Date in connection with the registration of Class B Ordinary Shares issuable under any employee equity-based compensation plan, incentive plan, stock plan, dividend reinvestment plan adopted and approved by the Company’s board of directors; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank; or (iiiv) 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 Class B Ordinary Shares of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i) ), (ii), or (iiiii) above is to be settled by delivery of shares of Common Stock Class B Ordinary Shares or such other securitiessecurities of the Company, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) any Class B Ordinary Shares or other securities issued under a company share plan, options or warrants issued by the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (DC) any shares of Common Stock options and other awards granted under a company share plan or options to purchase any shares of Common Stock Class B Ordinary Shares or other any shares of Common Stock based award securities issued or granted pursuant to the Company’s stock incentive plans, stock an employee share purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (ED) shares of Common Stock Class B Ordinary Shares 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 acquisitions or acquisition of not less than strategic transactions approved by a majority or controlling portion of the equity disinterested directors of another entitythe Company; provided that (x) the aggregate number of shares of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Class B Ordinary Shares or other securities issued or granted pursuant to clause (ED) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretoA hereto for the remaining term of the Lock-Up Period.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 one hundred eighty (180) days from after the date (consummation of this Agreement the offering) the closing of the offering of the Ordinary Shares (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or (ii) file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Share or any securities convertible into or exercisable or exchangeable for shares of 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 shares of Common Stock or any such other securitiesOrdinary Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i3(o)(a)(i) hereof shall not apply to: (A) the Offered SecuritiesSecurities to be sold hereunder, (B) the Underlying Shares, (C) any shares issuance by the Company of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or Ordinary Shares upon the exercise of warrants a stock option or options, in each case warrant or the conversion of a security outstanding as of on the Applicable Time date hereof and as described disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (C) the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of the Company under any equity compensation plan of the Company and (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) acquisitions or strategic transactions approved by a majority of the total number of outstanding shares of Common Stock immediately following the issuance and sale disinterested directors of the Offered Securities pursuant hereto Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and (y) carry no registration rights that require or permit the recipient filing of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) registration statement in connection therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe 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.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeRepresentatives, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except . The restrictions contained in the preceding paragraph shall not apply to (i) the Securities to be sold to the Underwriters pursuant to this Agreement. The , (ii) the issuance by the Company agrees not to accelerate of shares of Common Stock upon the vesting exercise of any an option or warrant or the lapse settlement of any repurchase right other stock-based awards outstanding on the date hereof which is described in the Time of Sale Disclosure Package and the Prospectus, (iii) the grant by the Company of stock options or other stock-based awards (or the issuance of shares of Common Stock upon exercise thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the Company described in the Time of Sale Disclosure Package and the Prospectus; provided that, prior to the expiration grant of any such stock options or other stock-based awards pursuant to this clause (iii) that vest within the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lockgrant shall sign and deliver a lock-Up Period shall enter into an up agreement substantially in the form of Exhibit B A hereto, (iv) the securities issued in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of this clause (iv), the recipients thereof deliver a lock-up agreement substantially in the form of Exhibit A hereto, or (v) the filing of a registration statement on Form S-8 with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company described in the Time of Sale Disclosure Package and the Prospectus to the Company’s employees.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx & Co. and RBC Capital Markets, for a period of 180 days LLC, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating toto any securities of the Company that are substantially similar to the Securities, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exercisable or exchangeable for shares of Common Stockfor, or that represent the right to receive, Common Stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of 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 shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. other than (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A1) the Offered SecuritiesSecurities to be sold hereunder, (B2) the Underlying Shares, (C) any issuance of shares of Common Stock issued and the granting of stock options, restricted stock units or other equity awards pursuant to employee stock option plans or other equity compensation plans existing on the conversion or exchange date of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time this Agreement and as described in the Registration Statement, the Time of Sale Disclosure Package or and the Prospectus, (D3) any the issuance of shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described any contingent consideration arrangement disclosed in the Registration Statement, the Time of Sale Disclosure Package or and the Prospectus, and (E4) shares facilitating the establishment of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of trading plan pursuant to Rule 10b5-1 under the equity of another entity; provided that (x) Exchange Act for the aggregate number transfer of shares of Common Stock issued pursuant to clause (E) Stock, provided that such plan shall not exceed five percent (5%) of provide for the total number of outstanding shares transfer of Common Stock immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period and to the extent a public announcement or filing under the Exchange Act is required or voluntarily made regarding the establishment of such plan, such announcement or filing shall enter include a statement to the effect that no transfer of Common Stock may be made under such plan during the Lock-Up Period, (5) the filing of one or more registration statements on Form S-8 relating to any Company Stock Plans and (6) the sale or issuance of, or entry into an agreement providing for the sale or issuance of, Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock in connection with (a) the acquisition of the securities, business, technology, property or other assets of another person or entity, or pursuant to any employee benefit or other equity compensation plan (or any obligations thereunder) assumed in connection with any such acquisition, (b) joint ventures, (c) commercial relationships or (d) other strategic transactions, provided that each recipient of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, pursuant to this clause (5) shall execute a lock-up agreement substantially in the form of Exhibit B A hereto. Notwithstanding anything to the contrary contained in this paragraph, the Company shall be permitted to keep in effect the Common Stock Capital on Demand™ Sales Agreement, dated March 23, 2021, between the Company and JonesTrading Institutional Services LLC and the Common Stock Purchase Agreement, dated September 11, 2020, between the Company and Aspire Capital Fund, LLC.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), ) (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, 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 shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The restrictions contained in the preceding paragraph shall not apply to (i) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof which is described in the Time of Sale Disclosure Package and the Prospectus, or of which the Underwriters have been advised in writing, (ii) the grant by the Company of stock options or other stock based awards (or the issuance of shares of Common Stock upon exercise thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the Company described in the Time of Sale Disclosure Package and the Prospectus; provided that, prior to the grant of any such stock options or other stock based awards pursuant to this clause (ii) that the vest within the Lock-Up Period, each recipient of such grant shall sign and deliver a lock-up agreement substantially in the form of Exhibit C hereto or (iii) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company described in the Time of Sale Disclosure Package and the Prospectus to the Company’s “employees” (as that term is used in Form S-8). The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx & Co., for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except for (i) the issuances of the Securities to the Underwriters Underwriters’ pursuant to this Agreement, (ii) sales of shares through any dividend reinvestment and stock purchase plan of the Company, existing as of the date hereof, (iii) sales of shares of restricted stock, restricted stock units and options granted pursuant to employee benefit plans existing as of the date hereof, and the Common Stock issuable upon the exercise of such options or vesting of such restricted stock units, (iv) as consideration for mergers, acquisitions, other business combinations or joint ventures or strategic alliances occurring after the date of this Agreement which are not for the primary purpose of raising capital and (v) the filing of registration statements on Form S-8 In the case of each of (ii) and (v) in the preceding sentence, the Company will give the Representative at least three business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale, so as to permit the Agent to suspend activity under this Agreement for such period of time as requested by the Company. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days from three (3) months after the date of this Agreement (the “Lock-Up Period”), (i) issue, 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, change the terms of, or grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock, 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 (iiiii) 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 capital stock of the shares of Common Stock or any such other securitiesCompany, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of Common Stock 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 Shares, except the Warrants, the Representative’s Unit Purchase Option and shares underlying the Warrants and the Representative’s Unit Purchase Option to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; (iii) the issuance of Common Stock pursuant to the Underwriters Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; (iv) shares of Common Stock, options or convertible securities issued to banks, equipment lessors or other financial 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; or (v) 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 by a majority of the disinterested directors of the Company, provided the recipient of any such Common Stock or other securities issued or granted pursuant to clause (iv), or (v) of this Section 3.17 during the Lock-Up Period shall enter into a Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or allow the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeRepresentatives, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 60 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Agreement and (i) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under the Company agrees not to accelerate the vesting Stock Plans that are in effect as of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. date hereof, (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: issuances of shares of Common Stock upon the exercise of options or other awards outstanding as of the date hereof, (Aiii) the Offered Securities, (B) issuance by the Underlying Shares, (C) Company of any shares of Common Stock issued pursuant to in connection with a licensing agreement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the conversion filing of a registration statement on Form S-4 or exchange other appropriate form with respect thereto) provided that recipients of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any such shares of Common Stock or options agree to purchase any shares be bound by the terms of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as lock-up agreement described in Section 4(a)(x) hereof and the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares sum of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock so issued pursuant to clause (E) shall not exceed five percent (5%) % of the total number of outstanding shares of Common Stock immediately following the issuance and sale consummation of the Offered Securities pursuant hereto and offering, or (yiv) the recipient issuances of any such shares of Common Stock related to the filing by the Company of any registration statement on Form S-8 or other securities issued a successor form thereto relating to shares of Common Stock granted under any equity compensation plan or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretoemployee stock purchase plan.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 ninety (90) days from the date of this Agreement (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of 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 shares of 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 shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to under Company Stock Plans or warrants issued by the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsCompany, in each case case, described as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any options and other awards granted under a Company Stock Plan or shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, an employee stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeRepresentatives, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 60 days after the date of the Prospectus (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, 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 shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement other than (1) the Company’s sale of the Securities hereunder, (2) the issuance of restricted Common Stock, options to acquire Common Stock or other equity awards pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Time of Sale Prospectus and the Prospectus and the issuance of Common Stock pursuant to the valid exercises or vesting of options, warrants or rights so granted or outstanding on the date hereof, and (3) in connection with the consummation by the Company of a strategic partnership, joint venture, collaboration or acquisition or license of any business products or technology, provided that (A) the aggregate number of shares of Common Stock that may be issued pursuant to this clause (3) shall not exceed five percent (5%) of the number of shares of Common Stock outstanding immediately after the closing of the sale of the Securities to the Underwriters pursuant to this Agreement, and (B) this clause (3) shall not be available unless each recipient of such Common Stock shall have, prior to, or concurrently with, the entry of a definitive agreement in connection with the applicable partnership, joint venture, collaboration, acquisition or license, agreed in writing not to sell, offer, dispose of or otherwise transfer any such Common Stock (or engage in any short sales of Common Stock prior to the issuance of such Common Stock) during the remainder, if any, of the Lock-Up Period without the prior written consent of the Representatives). The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for For a period of 180 days from commencing on the date hereof and ending on the 90th day after the date of this Agreement (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose ofCompany agrees not to, directly or indirectly, without the prior written consent of the Representative, (1) offer for sale, sell, pledge or file with the Commission a registration statement under the Securities Act relating otherwise dispose of (or enter into any transaction or device that is designed to, or would be reasonably 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 exchangeable for Common Stock or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock, or (ii2) 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 securitiesStock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except (3) file or cause to be filed a registration statement, including any amendments, with respect to the Underwriters pursuant to this Agreement. The registration under the 1933 Act for the offer and sale by the Company agrees not to accelerate the vesting of any option shares of Common Stock or warrant securities convertible, exercisable or the lapse of exchangeable into Common Stock or any repurchase right prior to the expiration other securities of the Lock-Up Period. Company or (ii4) publicly disclose the intention to do any of the foregoing. The restrictions contained in Section 3(n)(i) hereof the preceding sentence shall not apply toto any one or more of the following: (A) the Offered SecuritiesShares to be sold hereunder and any post-effective amendments to the Registration Statement filed consistent with the terms of this Agreement, (B) the Underlying Sharesissuance or grant of shares of Common Stock, restricted stock awards, restricted stock units, performance units, options to purchase Common Stock or units pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the date of this Agreement or pursuant to currently outstanding restricted stock units, performance units, options, warrants or rights, (C) any the issuance of shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case conversion of preferred stock outstanding as of on the Applicable Time date hereof and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) the filing by the Company of any shares registration statement on Form S-8 in respect of Common Stock or options to purchase any shares of Common Stock employee benefit plan, qualified stock option plan or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment employee compensation plan in effect at on the Applicable Time date hereof and as described in the Registration Statement, the Disclosure Package or the Prospectus, Prospectus and (E) shares of Common Stock to be issued to one or other securities issued more counterparties in connection with the consummation of a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including strategic partnership, joint venturesventure, marketing collaboration, merger, co-promotion or distribution arrangementsarrangement, collaboration agreements or intellectual property license agreements) the acquisition or in-licensing of any acquisition of assets business products or acquisition of not less than a majority or controlling portion of the equity of another entitytechnologies; provided provided, that (x) the aggregate number of shares of Common Stock issued pursuant to clause under this Subsection (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 Offered Securities pursuant hereto Company outstanding as of the date hereof; and (y) the provided further, that prior to such issuance, each recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause under this subsection (E) during shall execute and deliver to the Representative a Lock-Up Period shall enter into an agreement Agreement (as defined below) substantially in the form of Exhibit B A hereto. The Company agrees to cause each officer and director of the Company set forth on Schedule D hereto to furnish to the Underwriters, prior to the Execution Time, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). The Company will issue stop-transfer instructions to the transfer agent for the Common Stock with respect to the Lock-Up Agreements.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx & Co., for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.. If (ii1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by Xxxxx Xxxxxxx & Co. in writing, shall continue to apply until the expiration of the date that is 18 calendar days after the date on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The Company will provide the Representative with prior notice of any such announcement that gives rise to the extension of the Lock-Up Period. The restrictions contained in Section 3(n)(i) hereof the first sentence of this subsection shall not apply to: to (A) the Offered SecuritiesSecurities to be sold hereunder, (B) any shares of Common Stock issued by the Underlying SharesCompany upon the exercise of an option or warrant, the vesting of restricted stock under currently effective equity incentive plans, or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the conversion existing equity incentive or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as employee benefit plans of the Applicable Time and as described in the Registration StatementCompany, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to by the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued Company in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing acquisition by 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 merger of the equity of another entity; provided that (x) the aggregate number of shares of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretoCompany.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 one hundred eighty (180) days from after the date of this Agreement the Prospectus (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of 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 shares of 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 shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i3(o)(i) hereof shall not apply to: (A) the Offered SecuritiesSecurities to be sold hereunder, (B) the Underlying Shares, (C) any shares issuance by the Company of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants a stock option or options, in each case warrant or the conversion of a security outstanding as of on the Applicable Time date hereof and as described disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (C) the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of the Company under any equity compensation plan of the Company and (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) acquisitions or strategic transactions approved by a majority of the total number of outstanding shares of Common Stock immediately following the issuance and sale disinterested directors of the Offered Securities pursuant hereto Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and (y) carry no registration rights that require or permit the recipient filing of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) registration statement in connection therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe 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.

Company Lock-Up. (i) The During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bank Securities Inc. (“DBSI”) (which consent may be withheld at the Representative, for a period sole discretion of 180 days from the date of this Agreement (the “Lock-Up Period”DBSI), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file with the Commission a any registration statement under the Securities Act relating toin respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by the Global Underwriting Agreement with respect to the Global Shares); provided, however, that the Company may (i) issue shares of its Common Stock or exercisable options to purchase its Common Stock, or exchangeable for Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus or a report incorporated by reference therein, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90-day period without the prior written consent of DBSI (which consent may be withheld at the sole discretion of the DBSI) and (ii) purchase and sell its own shares through the Company’s repurchase fund up to a maximum of 1% of the Company’s outstanding shares of Common Stock. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (iiy) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of 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 shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock90-Up Period. (ii) day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) Company will provide the Offered Securities, (B) Representative and each individual subject to the Underlying Shares, (C) any shares of Common Stock issued restricted period pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as lockup letters described in the Registration Statement, the Disclosure Package or the Prospectus, (Dthis Section 4(a)(x) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan and in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (ESection 4(a)(xi) shares of Common Stock or other securities issued in connection below 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient prior notice of any such shares announcement that gives rise to an extension of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretorestricted period.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx & Co, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 75 days after the date of the Prospectus (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, 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 shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement other than (i) the Company’s sale of the Securities hereunder, (ii) the issuance of restricted Common Stock, options to acquire Common Stock or other equity awards pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Time of Sale Prospectus and the Prospectus and the issuance of Common Stock pursuant to the valid exercises or vesting of options, warrants or rights so granted or outstanding on the date hereof, and (iii) in connection with the consummation by the Company of a strategic partnership, joint venture, collaboration or acquisition or license of any business products or technology, provided that (A) the aggregate number of shares of Common Stock that may be issued pursuant to this clause (iii) shall not exceed five percent (5%) of the number of shares of Common Stock outstanding immediately after the closing of the sale of the Securities to the Underwriters pursuant to this Agreement, and (B) this clause (iii) shall not be available unless each recipient of such Common Stock shall have, prior to, or concurrently with, the entry of a definitive agreement in connection with the applicable partnership, joint venture, collaboration, acquisition or license, agreed in writing not to sell, offer, dispose of or otherwise transfer any such Common Stock (or engage in any short sales of Common Stock prior to the issuance of such Common Stock) during the remainder, if any, of the Lock-Up Period without the prior written consent of Xxxxx Xxxxxxx & Co on behalf of the Underwriters). The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativePxxxx Xxxxxxx & Co. and Cxxxx and Company, for a period of 180 days LLC, from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 warrant, to purchase purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Securities Act relating to, any securities of the Company that are substantially similar to the Securities, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exercisable or exchangeable for shares of Common Stockfor, or that represent the right to receive, Common Stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of 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 shares of Common Stock or such other securities, in cash or otherwise, except provided that the foregoing restrictions will not apply to (i) the Underwriters pursuant Securities to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. be sold hereunder; (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any issuance of shares of Common Stock issued and the granting of stock options, restricted stock units and/or other equity awards pursuant to equity incentive plans, non-employee director compensation plans or other equity compensation plans existing on the conversion or exchange date of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time this Agreement and as described in the Registration Statement, the Disclosure Package or Time of Sale Prospectus and the Prospectus, (D) provided that the recipients of any such shares of Common Stock or options to purchase of any stock options, restricted stock units or other equity awards that vest within the Lock-Up Period execute a lock-up agreement substantially in the form of Exhibit A hereto; (iii) the issuance of shares of Common Stock or other any (1) upon the conversion of the Company’s Series A convertible preferred stock and Series A-1 convertible preferred stock into shares of Common Stock based award issued or granted pursuant in connection with the closing of the offering of the Securities, (2) to holders of the Company’s Series A convertible preferred stock incentive plansand Series A-1 convertible preferred stock in respect of the liquidation preference payable to such holders in kind in connection with the closing of the offering of the Securities as described in the Time of Sale Disclosure Package and the Prospectus, stock purchase or (3) upon the exercise of an option or warrant, or the conversion, exercise or exchange of any other securities convertible into or exercisable or exchangeable for shares of Common Stock, which option, warrant or other convertible, exercisable or exchangeable securities are outstanding as of the date of this Agreement; (iv) facilitating 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 (x) such plan does not provide for the transfer of Common Stock during the Lock-Up Period and (y) to the extent a public announcement or filing under the Exchange Act is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, stock ownership such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Lock-Up Period; (v) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any equity incentive plan, non-employee director compensation plan or dividend reinvestment other equity compensation plan of the Company described in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or Time of Sale Prospectus and the Prospectus, or any such plan assumed under the circumstances contemplated by the following clause (vi)(1); and (Evi) shares of the sale or issuance of, or entry into an agreement providing for the sale or issuance of, Common Stock, or securities convertible into or exercisable or exchangeable for, Common Stock or other securities issued in connection with a transaction (1) the acquisition of the securities, business, technology, property or other assets of another person or entity, or pursuant to any employee benefit or other equity compensation plan (or any obligations thereunder) assumed in connection with an unaffiliated third party that includes a bona fide commercial relationship any such acquisition, (including 2) joint ventures, marketing (3) commercial relationships or distribution arrangements(4) other strategic transactions, 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 of Common Stock, or securities convertible into or exercisable or exchangeable for, Common Stock issued that the Company may sell or issue or agree to sell or issue pursuant to this clause (Evi) shall not exceed five percent (5%) 7.5% of the total number of outstanding shares of Common Stock outstanding as of the Closing Date immediately following the issuance and sale of the Offered Securities Shares pursuant hereto to this Agreement, and (y) the each recipient of any such shares of Common Stock, or securities convertible into or exercisable or exchangeable for, Common Stock or other securities issued or granted pursuant to this clause (Evi) during the Lockshall execute a lock-Up Period shall enter into an up agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. , (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares issuances of Common Stock issued such securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as on the date hereof, (iii) grants of such securities pursuant to the Applicable Time terms of a plan in effect on the date hereof and as described in the Registration Statement, the Disclosure Package or the Prospectus, (Div) any shares issuances of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted securities pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at exercise of options awarded to the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued grantee pursuant to clause (Eiii), and (v) the issuance of such securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of this clause (v), (A) such securities shall not in the aggregate exceed five ten percent (510%) of the total number of Company’s outstanding ordinary shares of Common Stock immediately following on a fully-diluted basis after giving effect to the issuance and sale of the Offered Securities pursuant hereto contemplated by this Agreement, (B) this clause (v) can be relied on for only one transaction or series of related transactions and (yC) the recipient shall have executed a “lock-up” agreement in the form of any Exhibit A hereto agreeing not to dispose of such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretoPeriod.

Company Lock-Up. (i) The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days one (1) year from the date of this Agreement the Offering (the “Lock-Up Period”), (i) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock, capital stock of the Company; or (ii) enter into file or cause to be filed any swap or other agreement that transfers, in whole or in part, registration statement with the Commission relating to the offering of any shares of capital stock of the economic consequences Company or any securities convertible into or exercisable or exchangeable for shares of ownership capital stock of the shares of Common Stock Company or any such other securities, whether any such transaction described in clause resale registration statement. The prior sentence will not apply to (i) or the shares to be sold pursuant to the Underwriting Agreement, (ii) above is such issuances of options or grants of restricted stock or other equity-based awards to be settled by delivery employees, directors and officers of the Company under the Company’s equity incentive plans and the issuance of shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting issuable upon exercise of any option such equity-based awards, (iii) the filing of registration statements on Form S-8, and (iv) the issuance of shares in connection with an acquisition or warrant or a strategic relationship approved by a majority of the lapse disinterested directors of any repurchase right prior to the Company which may include the sale of equity securities; provided, that none of such shares shall be saleable in the public market until the expiration of the Lockone (1) year period described above pursuant to a written lock-Up Period. up agreement with the Company and provided that any such issuance shall only be to a Person (iior to the equityholders of a Person) The restrictions contained which is, itself or through its subsidiaries, an operating company or an owner of an asset in Section 3(n)(i) hereof 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 apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with include a transaction with in which the Company is issuing securities primarily for the purpose of raising capital or to 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially entity whose primary business is investing in the form of Exhibit B heretosecurities.

Company Lock-Up. (i) The Company will not, without During the prior written consent of the Representative, for a period of 180 days beginning from the date hereof and continuing to and including the earlier of this (a) the date of the closing of the transactions contemplated by the Second Securities Purchase Agreement (the “Lock-Additional Investment”) and (b) the date of the Company’s first meeting of stockholders at which a proposal to approve the Additional Investment is not approved by the Company’s stockholders (the “Lock Up Period”), (i) issue, the Company agrees that it will not offer, pledge, announce the intention to sell, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option short sale or contract otherwise dispose, except as provided hereunder, of any securities of the Company that are substantially similar to sellthe Common Shares, grant including but not limited to any option, right options or warrant warrants to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Shares or any securities that are convertible into or exercisable or exchangeable for shares of Common Stockfor, or that represent the right to receive, Common Shares or any such substantially similar securities; provided, however, that the Company may, without the consent of the Purchasers, (i) effect the transactions contemplated pursuant to this Agreement and the Second Securities Purchase Agreement; (ii) enter into issue the SWK Warrant and the Common Shares issuable upon exercise thereof, (iii) issue Common Shares or options or stock units to purchase Common Shares, or issue Common Shares upon exercise of options or settlement of stock units, pursuant to any swap stock option, stock unit agreement, stock bonus, employee stock purchase or other agreement that transfers, in whole stock plan or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securities, whether any such transaction arrangement described in clause the SEC Reports; (iiv) or (ii) above is to be settled by delivery of shares of issue Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as date of this Agreement; (v) file a registration statement on Form S-8 to register Common Shares issuable pursuant to the terms of a stock option, stock bonus, employee stock purchase or other stock incentive plan or arrangement described in the Registration StatementSEC Reports; (vi) issue Common Shares in connection with any joint venture, the Disclosure Package commercial or collaborative relationship or the Prospectusacquisition or license by the Company of the securities, businesses, property or other assets of another Person or entity which do not principally involve capital raising; provided, however, that in the case of clause (Dvi), such Common Shares shall not in the aggregate exceed 5% of the Company’s outstanding Common Shares on a fully diluted basis after giving effect to the sale of the Securities contemplated by this Agreement; (vii) file the Registration Statement and the Second Registration Statement in connection with this Agreement and the Second Securities Purchase Agreement; and (viii) assist any shares stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock or options to purchase any shares Shares, provided that such plan does not provide for the transfer of Common Stock Shares during the Lock Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other any shares public announcement of Common Stock based award issued or granted such plan during such Lock Up Period and such plan is otherwise permitted to be implemented during the Lock Up Period pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion terms of the equity of another entity; provided that (x) Lock Up Agreement between such Person and the aggregate number of shares of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretoPurchasers, if any.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for For a period of 180 days from commencing on the date hereof and ending on the 90th day after the date of this Agreement (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose ofCompany agrees not to, directly or indirectly, without the prior written consent of the Representative, (1) offer for sale, sell, pledge or file with the Commission a registration statement under the Securities Act relating otherwise dispose of (or enter into any transaction or device that is designed to, or would be reasonably 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 exchangeable for Common Stock or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock, or (ii2) 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 securitiesStock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except (3) file or cause to be filed a registration statement, including any amendments, with respect to the Underwriters pursuant to this Agreement. The registration under the Securities Act for the offer and sale by the Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any shares of Common Stock based award issued the foregoing. The restrictions contained in the preceding sentence shall not apply to any one or granted pursuant more of the following: (A) the Shares to be sold hereunder and any post-effective amendments to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at Registration Statement filed consistent with the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, terms of this Agreement and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (xB) the aggregate number issuance of shares of Common Stock issued pursuant Stock, restricted stock units, options to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of purchase Common Stock or other securities issued or granted units pursuant to clause (E) during employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the Lock-Up Period shall enter into an agreement date of this Agreement or pursuant to currently outstanding restricted stock units, options, warrants or rights. The Company agrees to cause each officer, director and shareholder of the Company set forth on Schedule E hereto to furnish to the Underwriters, prior to the Closing Date, a letter or letters, substantially in the form of Exhibit B heretoA hereto (the “Lock-Up Agreements”). The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days six months from the date of this Agreement Effective Date (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of 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 shares of 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 shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeX.X. Xxxxxxxxxx & Co., for a period of 180 days LLC, from the date of execution of this Agreement and continuing to and including the date ninety (90) days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters Underwriter pursuant to this Agreement, (ii) for issuances and grants to directors, officers, employees and consultants of the Company pursuant to the Company Stock Plans, (iii) for issuances pursuant to the exercise (including any net exercise or exercise by delivery of already-owned shares of Common Stock) of outstanding options or warrants or conversion of convertible securities described as outstanding in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, 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 or to extend the term of such securities, (iv) for issuances of common stock or securities convertible into or exercisable for shares of common stock in connection with any acquisition, collaboration, partnership, joint venture, strategic alliance, licensing or other strategic transaction or any debt financing transaction, so long as the purpose of such issuance is not primarily for capital raising; provided, that in the case of this clause (iv), (x) such issuances shall not be greater than 10% of the total outstanding shares of common stock outstanding immediately after the completion of this offering and (y) such issuances are issued as “restricted securities” (as defined in Rule 144 promulgated under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within ninety (90) days after the date of this Agreement, (v) any shares of Common Stock issued or options to purchase shares of Common Stock granted pursuant to any non-employee director compensation plan or dividend reinvestment plan referred to in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or (vi) the filing by the Company of a registration statement with the Commission on Form S-8 or a successor form thereto with respect to the registration of securities to be offered under any plans or programs in effect on the date hereof and referred to in clauses (ii) and (v) above; provided further, that each recipient of shares of Common Stock, or securities exchangeable or exercisable for or convertible into common stock, shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such shares or securities during the remainder of the Lock-Up Period. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days six (6) months from the date of this Agreement Effective Date (the “Lock-Up Period”), (i) issue, offer, pledge, announce the intention to sell, sell, contract to sell, or sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions Restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) any Ordinary Shares issued under any share plans of or warrants issued by the Underlying SharesCompany, as applicable, and in each case, described as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (C) any shares options and other awards granted under any share plan of Common Stock the Company or Ordinary Shares issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsan employee share purchase plan, as applicable, and in each case outstanding as of the Applicable Time and case, as described in the Registration Statement, the Disclosure Package or the Prospectus, or (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock Ordinary Shares 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 of Common Stock Ordinary Shares issued pursuant to clause (ED) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Ordinary Shares or other securities issued or granted pursuant to clause (ED) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for For a period of 180 days from commencing on the date hereof and ending on the 90th day after the date of this Agreement (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose ofCompany agrees not to, directly or indirectly, without the prior written consent of the Representative, (1) offer for sale, sell, pledge or file with the Commission a registration statement under the Securities Act relating otherwise dispose of (or enter into any transaction or device that is designed to, or would be reasonably 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 exchangeable for Common Stock or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock, or (ii2) 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 securitiesStock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except (3) file or cause to be filed a registration statement, including any amendments, with respect to the Underwriters pursuant to this Agreement. The registration under the Securities Act for the offer and sale by the Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any shares of Common Stock based award issued the foregoing. The restrictions contained in the preceding sentence shall not apply to any one or granted pursuant more of the following: (A) the Shares to be sold hereunder and any post-effective amendments to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at Registration Statement filed consistent with the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, terms of this Agreement and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (xB) the aggregate number issuance of shares of Common Stock issued pursuant Stock, restricted stock units, options to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of purchase Common Stock or other securities issued or granted units pursuant to clause (E) during employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the Lock-Up Period shall enter into an agreement date of this Agreement or pursuant to currently outstanding restricted stock units, options, warrants or rights. The Company agrees to cause each officer and director of the Company set forth on Schedule D hereto to furnish to the Underwriters, prior to the Closing Date, a letter or letters, substantially in the form of Exhibit B heretoA hereto (the “Lock-Up Agreements”). The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for For a period of 180 days from commencing on the date hereof and ending on the 60th day after the date of this Agreement (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose ofCompany agrees not to, directly or indirectly, without the prior written consent of the Representatives, (1) offer for sale, sell, pledge or file with the Commission a registration statement under the Securities Act relating otherwise dispose of (or enter into any transaction or device that is designed to, or would be reasonably 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 exchangeable for Common Stock or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock, or (ii2) 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 securitiesStock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except (3) file or cause to be filed a registration statement, including any amendments, with respect to the Underwriters pursuant to this Agreement. The registration under the Securities Act for the offer and sale by the Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company except for a registration statement on Form S-8 relating to employee benefit plans or (4) publicly disclose the intention to do any shares of Common Stock based award issued the foregoing. The restrictions contained in the preceding sentence shall not apply to any one or granted pursuant more of the following: (A) the Shares to be sold hereunder and any post-effective amendments to the Company’s stock incentive plansRegistration Statement filed consistent with the terms of this Agreement, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (xB) the aggregate number issuance of shares of Common Stock, restricted stock units, options to purchase Common Stock issued or units pursuant to clause employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the date of this Agreement or pursuant to currently outstanding restricted stock units, options, warrants or rights or (EC) shall not exceed five percent (5%) of the total number of outstanding shares issuances of Common Stock immediately following upon the issuance exercise or settlement of options or restricted stock units disclosed as outstanding in Registration Statement and sale the Prospectus. The Company agrees to cause each officer and director of the Offered Securities pursuant Company set forth on Schedule D hereto and (y) to furnish to the recipient of any such shares of Common Stock or other securities issued or granted pursuant Underwriters, prior to clause (E) during the Closing Date, an executed Lock-Up Period shall enter into an agreement substantially in Agreement. The Company will enforce the form terms of Exhibit B heretoeach Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

Company Lock-Up. (iA) The Company will not, without the prior written consent of the Representative, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (i1) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (ii2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. (B) The restrictions contained in the preceding paragraph shall not apply to (1) the Securities to be sold hereunder, except to (2) the Underwriters pursuant to this Agreement. The issuance by the Company agrees not to accelerate of shares of Common Stock upon the vesting exercise of any an option or warrant or the lapse conversion of any repurchase right prior to the expiration a security outstanding as of the Lock-Up Period. date hereof and described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A3) the Offered Securities, (B) issuance by the Underlying Shares, (C) any Company of shares of Common Stock issued or other securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or Company’s equity incentive plans in effect on the exercise of warrants or optionsdate hereof and described in the Registration Statement, in each case outstanding as the Time of Sale Disclosure Package and in the Applicable Time Prospectus, (4) the filing by the Company of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and as described in the Registration Statement, the Time of Sale Disclosure Package or and the Prospectus, or (D5) any the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock Stock, or options to purchase any security convertible into or exercisable for shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plansStock, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with an unaffiliated third party that includes a bona fide commercial relationship (including such acquisition, or in connection with joint ventures, marketing commercial relationships or distribution arrangementsother strategic transactions; provided, 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 of Common Stock issued that the Company may sell or issue or agree to sell or issue pursuant to this clause (E5) shall not exceed five percent (5%) % of the total number of outstanding shares of Common Stock issued and outstanding immediately following the issuance and sale completion of the Offered Securities pursuant hereto transactions contemplated by this Agreement, and (y) provided further, that the Company shall cause each recipient of any such shares of Common Stock or other securities issued to execute and deliver to you, on or granted pursuant prior to clause (E) during the such issuance, a Lock-Up Period shall enter into an agreement substantially in Agreement and issue stop-order restrictions to its transfer agent and registrar for the form Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of Exhibit B heretoor default under the applicable Lock-Up Agreement.

Company Lock-Up. (i) The Company, on behalf of the Company itself and any successor entity will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 days from after the date closing of this Agreement the Offering (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, any Class A Ordinary Shares or file Class B ordinary shares, par value $0.0001 per share (the Class B Ordinary Shares, and together with Class A Ordinary Shares, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock “Ordinary Shares”) or any securities convertible into or exercisable or exchangeable for shares Ordinary Shares of Common Stockthe Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iiiv) enter into any swap or other agreement arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock Ordinary Shares or any such other securitiessecurities of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiv) above is to be settled by delivery of shares of Common Stock Ordinary Shares or such other securitiessecurities of the Company, in cash or otherwise, except . If the Company and the Representative choose to do subsequent financing with the Underwriters pursuant to this Agreement. The Company agrees not to accelerate Representative as the vesting of any option underwriter or warrant or placement agent within 180 days and if it is mutually agreed that the lapse of any repurchase right prior to the expiration of lock-up arrangement can be waived (including the Lock-Up Period), then the Representative shall waive the lock-up clause as necessary as requested. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares issuance by the Company of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or Class A Ordinary Shares upon the exercise of warrants an outstanding stock option or optionswarrant or the conversion of a security outstanding on the date hereof, in each case case, describe as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (DC) the issuance by the Company of any shares of Common Stock or options to purchase security under any shares of Common Stock or other any shares of Common Stock equity-based award issued or granted pursuant to the Company’s stock compensation plan, incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan adopted and approved by a majority of the disinterested directors of the Company (the “Equity Incentive Plan”), (D) filing a registration statement on Form S-8 in effect at connection with the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectusregistration of Class A Ordinary Shares issuable under any Equity Incentive Plan, and (E) shares of Common Stock Class A Ordinary Shares 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 of Common Stock Class A Ordinary Shares issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock Class A Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock Class A Ordinary Shares or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, Stock or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or any such other securitiesStock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except or (C) publicly announce any intention to do any of the foregoing; provided, however, that the foregoing restriction shall not apply to the issuance of securities (i) to the Underwriters pursuant to this Agreement, (ii) to directors, officers, employees and consultants of the Company pursuant to employee benefit plans, equity incentive plans or other employee compensation plans existing on the date hereof and as described in the Prospectus, including pursuant to any amendments thereto that become effective after the date hereof; provided, however, that such amendments are approved by the stockholders of the Company, (iii) pursuant to the exercise, exchange or conversion of any options, warrants, restricted stock units, rights or convertible securities outstanding on the date hereof, (iv) in connection with any joint venture, commercial or collaborative relationship, the acquisition or license by the Company of the securities, businesses, property or other assets of another person; provided, however, that in the case of clause (iv), (a) the aggregate amount of such securities shall not exceed 10% of the total amount of shares of Common Stock outstanding prior to the offering of the Securities and (b) any recipient of such securities agrees to be bound in writing by the restrictions on the resale of securities consistent with the lock-up letters described in Section 4(x) hereof for the remainder of the Lock-Up. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeJefferies, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sellpledge, grant any optionoption to subscribe for or purchase, right or warrant to purchase make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares securities of Common Stock the Company that are substantially similar to the ADSs or the Shares, including but not limited to any options or warrants to purchase Ordinary Shares or any securities that are convertible into or exercisable or exchangeable for shares of Common Stockfor, or that represent the right to receive, Ordinary Shares or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except other than (i) to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. , (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) issuance of any ADSs or Ordinary Shares of the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or Company upon the exercise of warrants options or options, in each case outstanding as vesting of the Applicable Time and as awards granted under employee benefit plans described in the Registration StatementStatements, the Time of Sale Disclosure Package or and the Prospectus, (Diii) any shares the grant by the Company of Common Stock or options to purchase any shares of Common Stock awards under the Company’s employee benefits plans or other any shares employee grants described in the Registration Statements, the Time of Common Stock based award issued Sale Disclosure Package and the Prospectus, (iv) the filing of a registration statement on Form S-8 (or granted pursuant equivalent forms) in connection with an employee benefits plan and (v) the filing of a registration statement on Form F-6 (or equivalent forms) with respect to the Company’s stock incentive plansexisting ADR program, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number Company shall not deposit any Ordinary Shares with the Depositary for issuance of shares of Common Stock issued ADSs pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or registration statement other securities issued or granted than as otherwise permitted by this Agreement including pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially other exceptions contained in the form of Exhibit B heretothis Section 4(a)(ix).

Company Lock-Up. (i) The Company, on behalf of the Company itself and any successor entity will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 one hundred eighty (180) days from after the date of this Agreement Closing Date (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares Ordinary Shares of Common Stockthe Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iiiv) enter into any swap or other agreement arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock Ordinary Shares or any such other securitiessecurities of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiv) above is to be settled by delivery of shares of Common Stock Ordinary Shares or such other securitiessecurities of the Company, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares issuance by the Company of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or Ordinary Shares upon the exercise of warrants an outstanding stock option or optionswarrant or the conversion of a security outstanding on the date hereof, in each case case, describe as outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (DC) the issuance by the Company of any shares of Common Stock or options to purchase security under any shares of Common Stock or other any shares of Common Stock equity-based award issued or granted pursuant to the Company’s stock compensation plan, incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at adopted and approved by a majority of the Applicable Time and as described in disinterested directors of the Registration Statement, Company (the Disclosure Package or the Prospectus“Equity Incentive Plan”), and (ED) shares of Common Stock or other securities issued filing a registration statement on Form S-8 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 the registration of Ordinary Shares issuable under 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretoEquity Incentive Plan.

Company Lock-Up. (ia) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of 180 one hundred eighty (180) days from after the commencement date of this Agreement the offering of the Ordinary Shares (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Share or any securities convertible into or exercisable or exchangeable for shares of Common StockOrdinary Shares, 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 shares of Common 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 shares of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (iib) The restrictions contained in Section 3(n)(i3(o)(a)(i) hereof shall not apply to: (Ai) the Offered SecuritiesSecurities to be sold hereunder, (Bii) the Underlying Shares, (C) any shares issuance by the Company of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or Ordinary Shares upon the exercise of warrants a stock option or options, in each case warrant or the conversion of a security outstanding as of on the Applicable Time date hereof and as described disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (Diii) any the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of Common Stock or options to purchase the Company under any shares equity compensation plan of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, Company and (Eiv) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) acquisitions or strategic transactions approved by a majority of the total number of outstanding shares of Common Stock immediately following the issuance and sale disinterested directors of the Offered Securities pursuant hereto Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and (y) carry no registration rights that require or permit the recipient filing of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) registration statement in connection therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe 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.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, for a period of 180 days from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (i) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for shares of Common StockStock that may be issued (w) pursuant to the exercise of options outstanding under existing employee benefit plans of the Company referred to in the Registration Statement or the Prospectus as of the date hereof, (x) upon the exercise or conversion of securities of the Company outstanding as of the date hereof and referred to in the Registration Statement or the Prospectus, (y) under the terms of the earn-out payment to be paid to Interpoint Partners, LLC pursuant to the purchase agreement referred to in the Prospectus, or (z) in connection with one or more acquisitions by the Company of the assets or capital stock of another person or entity, whether through merger, asset acquisition, stock purchase or otherwise; provided, however, that (aa) the aggregate number of shares of Common Stock issued pursuant to this clause (z) may not exceed five percent (5%) of the shares of Common Stock to be outstanding immediately following the sale of the Securities pursuant to this Agreement and (bb) the issuance of such shares of Common Stock by the Company pursuant to this clause (z) shall be subject to the condition that each recipient of such shares has previously signed (or will enter into prior to or concurrently with such issuance) a lock-up agreement substantially in the form of Exhibit A hereto, 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 shares of Common Stock or any such other securities, Stock; whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The If (A) during the last 17 days of the Lock-Up Period, (1) the Company agrees not issues an earnings release, (2) the Company publicly announces material news or (3) a material event relating to accelerate the vesting of any option Company occurs; or warrant or the lapse of any repurchase right (B) prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or Company announces that it will release earnings results during the Prospectus, (D) any shares 16-day period beginning on the last day of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period Period, then the restrictions in this Agreement, unless otherwise waived by the Representative in writing, shall enter into an agreement substantially in continue to apply until the form expiration of Exhibit B heretothe date that is 18 calendar days after the date on which (1) the Company issues the earnings release, (2) the Company publicly announces material news or (3) a material event relating to the Company occurs. The Company will provide the Representative, any co-managers and each shareholder subject to the Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the extension of the Lock-Up Period.

Company Lock-Up. (i) The Company and the Subsidiary will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx & Co., for a period of 180 days Xxxxxx X. Xxxxx & Co. Incorporated and Xxxxx Fargo Securities, LLC, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) issue, 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 or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or Membership Interests or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock, Stock or Membership Interests; (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Class A Common Stock or any such other securitiesMembership Interests, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of shares of Class A Common Stock Stock, Membership Interests 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 Class A Common Stock; or (D) publicly disclose the intention to do any of the foregoing, except (x) to the Underwriters pursuant to this Agreement or (y) in connection with (i) the issuance of any securities by the Company or the Subsidiary upon the exercise or settlement of options disclosed as outstanding in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (ii) the issuance of employee stock options pursuant to stock option plans described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus or (iii) the issuance of Class A Common Stock to holders of membership units of the Subsidiary (“LLC Units”) issued upon the exchange of LLC Units in accordance with the Subsidiary’s Amended and Restated Limited Liability Company Agreement. , provided, that (1) the restrictions set forth herein shall continue to apply to the shares of Class A Common Stock received in such exchange and (2) any filing made pursuant to Section 16 of the Exchange Act in connection with such exchange shall include disclosure substantially as follows: “The shares of Class A Common Stock of The Habit Restaurants, Inc. received as a result of the exchange of membership units of The Habit Restaurants, LLC may not be sold or otherwise transferred, subject to certain exceptions, until the expiration of a lock-up agreement entered into by the undersigned in connection with an offering of securities by The Habit Restaurants, Inc. The Company agrees and the Subsidiary agree not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, (D) any shares of Common Stock or options to purchase any shares of Common Stock or other any shares of Common Stock based award issued or granted pursuant to the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in effect at the Applicable Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets 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 of Common Stock issued pursuant to 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 Offered Securities pursuant hereto and (y) the recipient of any such shares of Common Stock or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.