Common use of Company Lock-Up Clause in Contracts

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, 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”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement 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 exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesUnderwriter, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters Underwriter pursuant to this Agreement 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-8Agreement. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase right prior to the expiration of the Lock-Up Period without the Underwriter’s consent. If (1) 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 expiry right in respect of any option, warrant (c) a material event relating to the Company occurs; or convertible promissory note (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 Underwriter 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 Underwriter, co-manager 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. The Company will not, without the prior written consent of the Representatives, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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, 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 into, exercisable or exchangeable for Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement 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 DateAgreement, (ii) issuances the issuance by the Company of shares of Common Stock upon the exercise of any stock options or other awards granted under warrants, or upon the conversion of any Company Stock Planshares 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; (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 connection with mergerseffect on the date hereof and described in the Registration Statement, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, the Time of Sale Disclosure Package and the Prospectus; provided that prior to the issuance of any such shares of Common Stock or securities shall be restricted from sale during 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 registrant 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; (iv) 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; or (v) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock issuable upon Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the exchange 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 the Company’s Class B Common Stock as described in that the Prospectus, provided that such Company may sell or issue or agree to sell or issue pursuant to this clause (v) shall not exceed 5% of the total number of 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 be restricted from sale during the cause each recipient of such shares or other securities to execute and deliver to you, on or prior to such issuance, a Lock-Up Period, Agreement and (v) issue stop order restrictions to its transfer agent and registrar for the filing Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of one or more registration statements on Form S-8. The Company agrees not to accelerate default under the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the applicable Lock-Up PeriodAgreement.

Company Lock-Up. The During the period commencing on the effective date of this Agreement and ending 180 days after such date, the Company will shall not, without the prior written consent of the Representatives, 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”)Representative, (Ai) 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 Firm Units, shares of Common Stock or Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”)Founder Shares, Warrants or any securities convertible into into, or exercisable exercisable, or exchangeable for Common Stock or Class B for, shares of Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants 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 (Biv) 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 any Firm Units, shares of Common Stock Stock, Founder Shares, Warrants or Class B any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, whether any such transaction described in clause (A) or (Bi)-(iv) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise. The Company acknowledges and agrees that, except to the Underwriters pursuant to this Agreement 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 Dateeffective date of any release or waiver of the restrictions set forth in this paragraph 3 or paragraph 7 below, (ii) issuances the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of shares the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of Common Stock upon such press release. The provisions of this paragraph will not apply if the exercise of options release or other awards granted under any Company Stock Plan, (iii) waiver is effected solely to permit a transfer not for consideration and the issuance of securities transferee has agreed in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, provided writing to be bound by the same terms described in this Agreement to the extent and for the duration that such securities shall be restricted from sale during terms remain in effect at the Lock-Up Period, (iv) the issuance of shares of Common Stock issuable upon the exchange of shares time 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 exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Periodtransfer.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement 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 DateAgreement, (ii) issuances of shares of Common Stock upon pursuant to the exercise or conversion of options any options, warrants, rights or other awards granted under any Company Stock Planconvertible 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 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 date hereof and 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 exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 the Representative 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 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. The Company will not, without the prior written consent of the RepresentativesEvercore Group L.L.C., 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”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement and Agreement; (iii) grants the issuance by the Company of options, 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 other awards to purchase or receive shares of Common Stock under any in the Prospectus; (iii) the issuance by the 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 any stock options or other awards granted under warrants, or upon the conversion of any Company Stock Planshares 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; (iiiiv) 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 connection with mergerseffect on the date hereof and described in the Registration Statement, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, the Time of Sale Disclosure Package and the Prospectus; provided that prior to the issuance of any such shares of Common Stock or securities shall be restricted from sale during 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 (iva “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 issuable upon Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the exchange 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 the Company’s Class B Common Stock as described in that the Prospectus, provided that such 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 be restricted from sale during the cause each recipient of such shares or other securities to execute and deliver to you, on or prior to such issuance, a Lock-Up Period, Agreement and (v) issue stop order restrictions to its transfer agent and registrar for the filing Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of one or more registration statements on Form S-8default under the applicable Lock-Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to except, in each case, for (u) the Underwriters pursuant to sale of the Securities as contemplated by this Agreement 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 DateAgreement, (iiv) issuances of shares of Common Stock upon the exercise or conversion of options options, warrants or other convertible securities or upon the vesting of equity awards granted under any Company Stock Plandisclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (iiiw) 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 Company’s equity incentive plans in connection effect on the date hereof, in the ordinary course of business consistent with mergerspast practices and as described in the Registration Statement, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, provided that such securities shall be restricted from sale during in the Lock-Up PeriodTime of Sale Disclosure Package and in the Prospectus, (ivx) 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 issuable upon or any security convertible into or exercisable for shares of Common Stock in connection with the exchange 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 the Company’s Class B Common Stock as described in that the Prospectus, provided that such 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 be restricted from sale during 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 PeriodAgreement (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, and or (vz) the filing exchange and issuance of one options to purchase shares of Common Stock in connection with an option exchange offer program or more registration statements on Form S-8similar offer or program by the Company. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesUnderwriter, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to except, in each case, for (x) the Underwriters pursuant to sale of the Securities as contemplated by this Agreement 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 DateAgreement, (iiy) issuances of shares of Common Stock upon the exercise or conversion of options Options, warrants or other awards granted under any Company Stock Planconvertible securities outstanding as of the date of this Agreement, and (iiiz) 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 employee stock options not exercisable during the Lock-Up Period, (iv) Period pursuant to the issuance of shares of Common Company Stock issuable upon Plans as in effect on the exchange of shares of the Company’s Class B Common Stock as described date hereof in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (v) the filing ordinary course of one or more registration statements on Form S-8business consistent with past practices. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 the Underwriter 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 Underwriter 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. The Company will not, without the prior written consent of the Representatives, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up LockUp Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B 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 and Agreement; (iii) grants of options, 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 other awards referred to purchase or receive in the Time of Sale Disclosure Package and the Prospectus, (iii) any shares of Common Stock under or restricted common stock issued or restricted stock units or options to purchase Common Stock granted pursuant to any Company Stock Plan that is Plans or deferred compensation arrangements referred to in effect as the Time of or prior to Sale Disclosure Package and the First Closing DateProspectus, (iiiv) issuances of any shares of Common Stock upon issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the exercise Time of options Sale Disclosure Package and the Prospectus, (v) shares of Common Stock or other awards granted under any securities issued by the Company Stock Plan, (iii) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements commercial relationships or other strategic transactions; provided, however, that any other similar nonrecipients of securities pursuant to this clause (v) shall enter into Lock-capital raising transactions, provided that such securities shall be restricted from sale during 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 (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 (vvi) the filing of one or more registration statements on Form S-8S-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 exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesUnderwriter, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters Underwriter pursuant to this Agreement and (ix) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under any the Company Stock Plan Plans that is are in effect as of or prior to the First Closing Datedate hereof, or (iiy) issuances of shares of Common Stock upon the exercise of options or other awards granted under any such Company Stock Plan, (iii) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements Plans 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 preferred stock outstanding as described in of the Prospectus, provided that date hereof pursuant to the terms thereof as of 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-8date. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 you 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 Underwriter 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. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 250 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) 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 shares of Common Stock or Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Class B Common Stock, Ordinary Shares or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common StockOrdinary Shares, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock, Class B Common Stock Ordinary Shares or such other securities, in cash or otherwise, except (a) to the Underwriters pursuant to this Agreement and or (ib) grants securities issued pursuant to acquisitions or strategic transactions approved by a majority of options, shares the disinterested directors 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 transactionsCompany, provided that such securities shall be are issued as “restricted from sale during securities” (as defined in Rule 144) and carry no registration rights that require or permit the Lock-Up Period, (iv) the issuance filing of shares of Common Stock issuable upon the exchange of shares of the Company’s Class B Common Stock as described any registration statement in the Prospectus, provided that such Common Stock shall be restricted from sale connection therewith during the Lock-Up Period, and provided that any such issuance shall only be to a person (vor to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the filing business of one 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 more registration statements on Form S-8to an entity whose primary business is investing in securities. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. In addition, the Company will not purchase any shares of its capital stock during the 12-month period following the closing of the Offering, other than repurchases at cost or without cost pursuant to the terms of its share option and restricted share purchase agreements, if any.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesBoustead Securities, LLC and Brilliant Norton Securities Company Limited, 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”), (Ai) 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 shares of Common Stock or Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Class B Common Stock, Ordinary Shares or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common StockOrdinary Shares, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock, Class B Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement 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-8Agreement. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. Notwithstanding the foregoing, this Section 4(n) shall not apply with respect to Ordinary Shares, restricted shares, restricted share units or options to employees, officers or directors of the Company pursuant to any share or option incentive plan duly adopted by the Company for such purpose, for services rendered to the Company, provided that each such issuance, at the time such issuance is made, shall not result in greater than 5% dilution of the Company, on a fully diluted basis, during the Lock-up Period. Any recipient of Ordinary Shares or other securities issued or granted as described in this section during the Lock-Up Period shall enter into a Lock-Up Agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to offer or 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 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 Common Stock or Class B file with the Commission a registration statement under the Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any such filing (other than filings on Form S-8 relating to the Company’s equity incentive plans existing on the date hereof), (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, otherwise except to the Underwriters pursuant to this Agreement and (i) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under any the Company Stock Plan Plans that is are in effect as of or prior to the First Closing Datedate hereof, (ii) issuances of shares of Common Stock upon the exercise exercise, vesting or settlement of options or restricted stock units or other awards granted under any outstanding as of the date hereof (including for this purpose shares of Common Stock withheld by the Company Stock Planfor the purpose of paying on behalf of the holder thereof the exercise price of stock options or for paying taxes due as a result of such exercise, vesting or settlement), (iii) the issuance issuances 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 related to the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to shares of Common Stock granted under any equity compensation plan or employee stock purchase plan, or (iv) issuances of any shares of Common Stock upon the exchange exercise of shares warrants outstanding as 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 exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Perioddate hereof.

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement 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 (iaa) 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 any the Company Stock Plan Plans that is are in effect as of or prior to the First Closing Datedate hereof, or (iiy) issuances of shares of Common Stock upon the exercise of options or other awards granted under any such 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-8Plans. The Company agrees not to accelerate the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any optionoption or warrant, warrant or convertible promissory note 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.

Company Lock-Up. The Company will notalso covenants with each Underwriter that, without the prior written consent of Xxxxx Xxxxxxx & Co. on behalf of the RepresentativesUnderwriters, from it will not, during the date of execution of this Agreement and continuing to and including the date that is 180 period ending 90 days after the date of the Prospectus (the “Lock-Up Restricted Period”), (A1) 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, 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 Common Stock or Class B Common Stock, or (B2) 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 Common Stock or Class B Common Stock, whether any such transaction described in clause (A) 1 or (B) 2 above is to be settled by delivery of Common Stock, Class B 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 and (i) grants offering of options, any shares of Common Stock and other awards or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence shall not apply to purchase or receive shares of Common Stock under any Company Stock Plan that is in effect as of or prior (a) the Securities to the First Closing Datebe sold hereunder, (iib) issuances the issuance by the Company of shares of Common Stock upon the exercise of options an option or 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 during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall 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 options, stock awards, restricted stock, restricted stock units or other equity awards granted under any Company Stock Plan, (iii) and the issuance of Common Stock or securities 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 mergers(x) the acquisition by the Company or any of its subsidiaries of the securities, acquisitionsbusiness, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any 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 (y) the Company’s joint ventures, licensing arrangements or any commercial relationships and other similar non-capital raising strategic transactions, provided that such securities shall be restricted from sale during the Lock-Up Period, (iv) the issuance aggregate number of shares of Common Stock issuable upon securities convertible into, exercisable for or which are otherwise exchangeable for or represent the exchange right to receive Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (f) shall not exceed 5% of the total number of shares of the Company’s Class B Common Stock outstanding as described in of the Prospectus, Closing Date immediately following the completion of the transactions contemplated by this Agreement to be completed as of that date and provided that all recipients of any such Common Stock securities shall be restricted from sale during the enter into a Lock-Up Period, Agreement covering the remainder of the Restricted Period and (vg) the filing issuance by the Company of one 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 more registration statements on Form S-8. The securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock that the Company agrees may sell or issue or agree to sell or issue pursuant to this clause (g) 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 accelerate the vesting be completed as of that date and provided all recipients of any option or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the such securities shall enter into a Lock-Up Agreement covering the remainder of the Restricted Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesUnderwriter, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to except, in each case, for (x) the Underwriters pursuant to sale of the Securities as contemplated by this Agreement 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 DateAgreement, (iiy) issuances of shares of Common Stock upon the exercise or conversion of options options, warrants or other awards granted under any Company Stock Planconvertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (iiiz) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements Awards not vesting or any other similar non-capital raising transactions, provided that such securities shall be restricted from sale exercisable during the Lock-Up Period, (iv) Period pursuant to the issuance of shares of Common Company Stock issuable upon the exchange of shares of the Company’s Class B Common Stock as described Plans in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (v) the filing ordinary course of one or more registration statements on Form S-8business consistent with past practices. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 15-day period beginning on the last day of the Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Underwriter 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 Underwriter 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. The Company will not, without For a period commencing on the prior written consent date hereof and ending on the 90th day after the closing of the Representatives, 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 Offering (the “Lock-Up Period”), (A) 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 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 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 Common Stock or Class B sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, or (B2) 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 Common Stock or Class B such shares of Common Stock, whether any such transaction described in clause (A1) or (B2) above is to be settled by delivery of Common Stock, Class B 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 registration under the 1933 Act for the offer and (i) grants sale by the Company of options, any shares of Common Stock and other awards to purchase or receive shares of securities convertible, exercisable or exchangeable into Common Stock under or any other securities of the Company Stock Plan that is or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in effect as the preceding sentence shall not apply to any one or more of or prior the following: (A) the Shares to be sold hereunder and any post-effective amendments to the First Closing DateRegistration Statement filed consistent with the terms of this Agreement, (iiB) issuances the issuance or grant of shares of Common Stock, restricted stock awards, restricted stock units, performance units, options to purchase Common Stock upon the exercise of options or units pursuant to employee benefit plans, qualified stock option plans or other awards granted under any Company Stock Planemployee compensation plans in effect on the date of this Agreement or pursuant to currently outstanding restricted stock units, performance units, options, warrants or rights, (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, (ivC) the issuance of shares of Common Stock issuable upon the exchange conversion of shares of convertible notes outstanding on the Company’s Class B Common Stock as date hereof and described in the Prospectus, provided that such Common Stock shall be restricted from sale during 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 Lock-Up PeriodCompany, and (vD) the filing by the Company of one or more any registration statements statement on Form S-8. The Company agrees not to accelerate the vesting of any option or warrant or exercise any repurchase or expiry right S-8 in respect of any optionemployee benefit plan, warrant qualified stock option plan or convertible promissory note 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, and (G) shares of Common Stock to be issued to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger, co-promotion or distribution arrangement, or the acquisition or in-licensing of any business products or technologies; provided, that the aggregate number of shares of Common Stock issued under this subsection (G) shall not exceed 5% of the number of shares of Common Stock of the Company outstanding as of the date hereof; and provided further, that prior to such issuance, each recipient of such shares under this subsection (G) shall execute and deliver to the Representative a Lock-Up Agreement (as defined below) substantially in the form of Schedule D hereto.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to except, in each case, for (v) upon approval by the Underwriters pursuant to this Agreement and (i) grants Representative, which approval shall not be unreasonably withheld, the issuance of options, shares of Common Stock and other awards to purchase or receive in connection with a potential business acquisition, including the merger transaction referenced under the caption “Prospectus Supplement Summary - Recent Developments” in the Prospectus, (w) upon approval by the Representative, which approval shall not be unreasonably withheld, settlement in the form of shares of Common Stock under any of a contingent earn-out payment owed by the Company Stock Plan that is in effect as connection with its acquisition of or prior to the First Closing DateZenContent, Inc., (iix) the sale of the Securities as contemplated by this Agreement, (y) issuances of shares of Common Stock upon the exercise or conversion of options options, warrants or other awards granted under any Company Stock Planconvertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (iiiz) 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 employee stock options not exercisable during the Lock-Up Period, (iv) the issuance of shares of Common Stock issuable upon the exchange of shares of Period pursuant to the Company’s Class B Common Stock stock option, stock bonus and other stock plans or arrangements, as described in effect on the date hereof in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (v) the filing ordinary course of one or more registration statements on Form S-8business consistent with past practices. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, 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”), (Ai) 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 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 Common Stock or Class B Common Stock, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except (A) to the Underwriters pursuant to this Agreement 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 DateAgreement, (iiB) issuances the issuance by the Company of shares of Common Stock upon the exercise of any stock options or other awards granted under warrants, or upon the conversion of any Company Stock Planshares 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; (iiiC) 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 connection effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (D) the filing of a registration statement on Form S-8 with mergersrespect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, acquisitions, joint ventures, licensing arrangements the Time of Sale Disclosure Package and the Prospectus; or any other similar non-capital raising transactions, provided that such securities shall be restricted from (E) the sale during the Lock-Up Period, (iv) or issuance of or entry into an agreement providing for the issuance of shares of Common Stock issuable upon Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the exchange 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 the Company’s Class B Common Stock as described in that the Prospectus, provided that such Company may sell or issue or agree to sell or issue pursuant to this clause (E) 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 be restricted from sale during the cause each recipient of such shares or other securities to execute and deliver to you, on or prior to such issuance, a Lock-Up Period, Agreement and (v) issue stop order restrictions to its transfer agent and registrar for the filing Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of one or more registration statements on Form S-8. The Company agrees not to accelerate default under the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the applicable Lock-Up PeriodAgreement.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B 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 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 DateAgreement, (ii) issuances to directors, officers, employees and consultants of shares of Common Stock upon the exercise of options Company pursuant to employee benefit plans, equity incentive plans or other awards granted under any Company Stock Plan, (iii) employee compensation plans existing on 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 date hereof and as described in the Prospectus, provided 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 shall outstanding prior to the offering of the Securities and (b) any recipient of such securities agrees to be restricted from sale during 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 Period, and (v) the filing of one or more registration statements on Form S-8Up. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent During a period of the Representatives, from the date of execution of this Agreement and continuing to and including the date that is 180 days after from the date of the Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives, directly or indirectly (A) 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 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 Common Stock or Class B Common Stockpublicly disclose the intention to make any offer, pledge, sale, disposition or filing, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except other than (w) the Shares to be sold hereunder, (x) the issuance of equity-based awards granted pursuant to the Underwriters pursuant Company’s benefit plans existing on the date hereof that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as such plans may be amended, in each case, copies of which have been filed with the Commission or otherwise made available to this Agreement the Underwriters) and the enrollment of eligible employees in the Employee Stock Purchase Plan to be reinstated by the Company, (iy) grants the issuance of options, shares of Common Stock and other upon the exercise of, or otherwise pursuant to, any equity-based awards granted pursuant to purchase or receive shares of Common Stock under any Company (or predecessor) benefit plans (other than the Employee Stock Plan that is in effect as Purchase Plan), copies of which have been filed with the Commission or prior otherwise made available to the First Closing Date, Underwriters or (iiz) issuances the issuance of shares of Common Stock upon the exercise of options warrants outstanding on the date hereof. In addition, the foregoing sentence shall not restrict or other awards granted under any prohibit the 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 S-8 with respect to accelerate the vesting issuances of any option or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration equity securities of the Lock-Up PeriodCompany under a Company equity incentive plan existing on the date hereof that is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under the Employee Stock Purchase Plan to be reinstated.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B 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 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 DateAgreement, (ii) issuances to directors, officers, employees and consultants of shares of Common Stock upon the exercise of options Company pursuant to employee benefit plans, equity incentive plans or other awards granted under any Company Stock Plan, (iii) employee compensation plans existing on 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 date hereof and as described in the Prospectus, provided (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, and (v) to one or more non-financial investors in connection with an equity investment in the Company, so long as such issuances and sales occur no earlier than 45 days after the date of this Agreement; provided, however, that in the case of clauses (iv) and (v) any recipient of such Common Stock shall securities agrees to be restricted from sale during 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 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 exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesUnderwriters, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to except, in each case, for (x) the Underwriters pursuant to sale of the Shares as contemplated by this Agreement 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 DateAgreement, (iiy) issuances of shares of Common Stock upon the exercise or conversion of options Options, warrants or other awards granted under any Company Stock Planconvertible securities disclosed as outstanding in the Registration Statement, the Disclosure Package and the Prospectus, and (iiiz) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, provided employee stock options not exercisable and shares of restricted stock that such securities shall be restricted from sale do not vest during the Lock-Up Period, (iv) Period pursuant to the issuance of shares of Common Company Stock issuable upon Plans as in effect on the exchange of shares of the Company’s Class B Common Stock as described date hereof in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (v) the filing ordinary course of one or more registration statements on Form S-8business consistent with past practices. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase right prior to the expiration of the LockUp Period without the Underwriters’ prior written consent. If (1) 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 expiry right in respect of any option, warrant (c) a material event relating to the Company occurs; or convertible promissory note (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 Underwriters 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 Underwriters 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. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to except, in each case, for (v) the Underwriters pursuant to sale of the Securities as contemplated by this Agreement 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 DateAgreement, (iiw) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and the vesting of restricted stock awards or units, and (x) the issuance of employee stock options not exercisable during the Lock-Up Period and the grant, redemption, forfeiture or distribution of restricted stock awards, restricted stock units or shares of Common Stock pursuant to the Company’s stock option, stock bonus and other awards granted under stock plans or arrangements, in the case of clauses (w) and (x) above, each as in effect on the date hereof in the ordinary course of business consistent with past practices, (y) the filing by the Company of any registration statement on Form S-8 relating to a Company Stock PlanPlan disclosed in the Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, and (iiiz) the issuance of securities of the Company in connection with mergersa strategic transaction; provided, acquisitionshowever, joint venturesthat in the case of clause (z), licensing arrangements or any other similar non-capital raising transactions, provided that (1) such securities shall be restricted from sale during not in the Lock-Up Period, (iv) aggregate exceed 5% of the issuance of Company’s outstanding shares of Common Stock issuable upon immediately following the exchange of shares consummation of the Company’s Class B Common Stock as described in offering of the Prospectus, provided that such Common Stock Securities contemplated by this Agreement and (2) the recipients thereof shall be restricted from sale during provide to the Representative a signed Lock-Up Period, and (v) the filing of one or more registration statements on Form S-8Agreement. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement and (i) grants of optionsAgreement, shares of Common Stock and other awards pursuant 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 director or 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 Prospectus, provided that such the issuance of Common Stock shall be restricted from sale during pursuant to the Lock-Up Periodvalid exercises of options, warrants or rights outstanding on the date hereof and (v) the issuance of options, warrants or rights after the date hereof in the ordinary course of business and consistent with past practice, including the filing of one or more any registration statements statement on Form S-8S-8 relating to such issuances. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 the Representatives 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; provided, however, that if the Company has “actively traded securities” within the meaning of Rule 101(c)(1) of Regulation M of the Exchange Act, and otherwise satisfies the requirements set forth in Rule 139 of the Securities Act that would permit the Representatives or any underwriter to publish issuer specific research reports pursuant to Rule 139, the Lock-Up Period shall not be extended upon the occurrence of (1) or (2) above. The Company will provide the Representatives, 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. The Company will not, without the prior written consent of the RepresentativesUnderwriter, from the date of execution of this Agreement and continuing to and including the date that is 180 75 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) 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 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 Common Stock or Class B Common Stock, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters Underwriter pursuant to this Agreement and other than (i) grants the Company’s sale 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 DateSecurities hereunder, (ii) issuances 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 upon the exercise of options or other awards granted under any Company Stock Plan, that may be issued pursuant to this clause (iii) shall not exceed five percent (5%) of 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 number of shares of Common Stock issuable upon outstanding immediately after the exchange of shares closing of the Company’s Class B Common Stock as described in sale of the ProspectusSecurities to the Underwriter pursuant to this Agreement, provided that and (B) this clause (iii) shall not be available unless each recipient of such Common Stock shall be restricted from sale 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, and (v) Period without the filing prior written consent of one or more registration statements on Form S-8the Underwriter). The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without For a period commencing on the prior written consent date hereof and ending on the 90th day after the closing of the Representatives, 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 Offering (the “Lock-Up Period”), (A) 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 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 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 Common Stock or Class B sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, or (B2) 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 Common Stock or Class B such shares of Common Stock, whether any such transaction described in clause (A1) or (B2) above is to be settled by delivery of Common Stock, Class B 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 registration under the 1933 Act for the offer and (i) grants sale by the Company of options, any shares of Common Stock and other awards to purchase or receive shares of securities convertible, exercisable or exchangeable into Common Stock under or any other securities of the Company Stock Plan that is or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in effect as the preceding sentence shall not apply to any one or more of or prior the following: (A) the Shares to be sold hereunder and any post-effective amendments to the First Closing DateRegistration Statement filed consistent with the terms of this Agreement, (iiB) issuances the issuance or grant of shares of Common Stock, restricted stock awards, restricted stock units, performance units, options to purchase Common Stock upon the exercise of options or units pursuant to employee benefit plans, qualified stock option plans or other awards granted under any Company Stock Planemployee compensation plans in effect on the date of this Agreement or pursuant to currently outstanding restricted stock units, performance units, options, warrants or rights, (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, (ivC) the issuance of shares of Common Stock issuable upon the exchange conversion of shares of convertible notes outstanding on the Company’s Class B Common Stock as date hereof and described in the Prospectus, provided that such Common Stock shall be restricted from sale during or as payment of accrued interest thereon, as make-whole payments made in connection with certain conversions thereof or as payments made pursuant thereto in connection with qualifying fundamental changes to the Lock-Up PeriodCompany, and (vD) the filing by the Company of one or more any registration statements statement on Form S-8. The Company agrees not to accelerate the vesting of any option or warrant or exercise any repurchase or expiry right S-8 in respect of any optionemployee benefit plan, warrant qualified stock option plan or convertible promissory note 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, co-promotion 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, (G) shares of Common Stock to be issued to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger, co-promotion or distribution arrangement, or the acquisition or in-licensing of any business products or technologies; provided, that the aggregate number of shares of Common Stock issued under this subsection (H) shall not exceed 5% of the number of shares of Common Stock of the Company outstanding as of the date hereof; and provided further, that prior to such issuance, each recipient of such shares under this subsection (I) shall execute and deliver to the Representative a Lock-Up Agreement (as defined below) substantially in the form of Schedule D hereto.

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, 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”), (A) 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, 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 into, exercisable or exchangeable for Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement 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 DateAgreement, (ii) issuances the issuance by the Company of shares of Common Stock upon the exercise of any stock options or other awards granted under warrants, or upon the conversion of any Company Stock Planshares 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; (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 connection with mergerseffect on the date hereof and described in the Registration Statement, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, the Time of Sale Disclosure Package and the Prospectus; provided that prior to the issuance of any such shares of Common Stock or securities shall be restricted from sale during 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 registrant 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; (iv) 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; or (v) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock issuable upon Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the exchange 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 the Company’s Class B Common Stock as described in that the Prospectus, provided that such Company may sell or issue or agree to sell or issue pursuant to this clause (v) shall not exceed 5% of the total number of 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 be restricted from sale during the cause each recipient of such shares or other securities to execute and deliver to you, on or prior to such issuance, a Lock-Up Period, Agreement and (v) issue stop order restrictions to its transfer agent and registrar for the filing Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of one or more registration statements on Form S-8. The Company agrees not to accelerate default under the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the applicable Lock-Up PeriodAgreement.

Company Lock-Up. The Company will notNot to, without the prior written consent of the RepresentativesUnderwriter, from the date of execution of this Agreement and continuing to and including the date that is 180 ninety (90) days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to except, in each case, for (x) the Underwriters pursuant to sale of the Shares as contemplated by this Agreement 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 DateAgreement, (iiy) issuances of shares of Common Stock upon the exercise or conversion of options Options, warrants or other awards granted under any Company Stock Planconvertible securities outstanding as of the date of this Agreement, and (iiiz) 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 employee stock options not exercisable during the Lock-Up Period, (iv) Period pursuant to the issuance of shares of Common Company Stock issuable upon Plans as in effect on the exchange of shares of the Company’s Class B Common Stock as described date hereof in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (v) the filing ordinary course of one or more registration statements on Form S-8business consistent with past practices. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 the Underwriter 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 Underwriter 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. The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativesRepresentative, from the date it will not, for a period of execution of this Agreement and continuing to and including the date that is 180 days six months (6) months after the effective date of the Prospectus Registration Statement (the “Lock-Up Period”), (Ai) 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 shares of Common Stock or Class B Common Stock, par value $0.001 per share (other shares of capital stock of the “Class B Common Stock”), Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock or Class B 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 shares of Common Stock, Stock or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of Common Stock or other shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (Biii) 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 Class B Common Stockother capital stock of the Company, whether any such transaction described in clause (Ai), (ii) or (Biii) above is to be settled by delivery of shares of Common Stock, Class B Common Stock other shares of capital stock of the Company or such other securities, in cash or otherwise, except . The restrictions contained in this section shall not apply to the Underwriters pursuant to this Agreement and (i) grants of options, the Shares and the Representative’s Warrants and shares of Common Stock underlying the Representative’s Warrants to be sold hereunder, 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 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 by the Company of options to purchase Common Stock or other equity awards granted under any of the Company Stock Plan, for compensatory purposes; or (iiiiv) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements arrangements, or any other similar non-capital raising transactions, 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 are not registered pursuant to a registration statements on Form S-8. The Company agrees not to accelerate the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Periodstatement.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co, from the date of execution of this Agreement and continuing to and including the date that is 180 75 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) 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 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 Common Stock or Class B Common Stock, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement and other than (i) grants the Company’s sale 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 DateSecurities hereunder, (ii) issuances 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 upon the exercise of options or other awards granted under any Company Stock Plan, that may be issued pursuant to this clause (iii) shall not exceed five percent (5%) of 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 number of shares of Common Stock issuable upon outstanding immediately after the exchange of shares closing of the Company’s Class B Common Stock as described in sale of the ProspectusSecurities to the Underwriters pursuant to this Agreement, provided that and (B) this clause (iii) shall not be available unless each recipient of such Common Stock shall be restricted from sale 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, and (v) Period without the filing prior written consent of one or more registration statements Xxxxx Xxxxxxx & Co on Form S-8behalf of the Underwriters). The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesCantor Fxxxxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date that is 180 60 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement 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 DateAgreement, (ii) for issuances and grants to directors, officers, employees and consultants of shares of Common Stock upon the exercise of options or other awards granted under any Company pursuant to the Company Stock PlanPlans, (iii) for issuances pursuant to the issuance exercise 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, and (iv) for issuances of common stock or securities convertible into or exercisable for shares of common stock in connection with mergersany acquisition, acquisitions, joint venturescollaboration, licensing arrangements or other strategic transaction or any other similar non-debt financing transaction, so long as the purpose of such issuance is not solely for capital raising transactionsraising; provided, provided that in the case of this clause (iv), such issuances shall not be greater than 5% of the total outstanding shares of common stock outstanding immediately after the completion of this offering and each recipient of shares of common stock, or securities exchangeable or exercisable for or convertible into common stock, shall be restricted contractually prohibited from sale selling, offering, disposing of or otherwise transferring any such shares or securities during the remainder of 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 exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 shares of the Preferred Stock or 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Preferred Stock or Class B shares of Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B the Preferred Stock or shares of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement and (i) grants of options, shares of Common Stock and other awards compensatory options 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 's compensatory equity plans approved by the Board of Directors in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, ordinary course consistent with its historical policies and (v) the filing of one or more registration statements on Form S-8practices. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 the Representative 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, and any co-managers 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. The Company will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement 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 DateAgreement, (ii) for issuances and grants to directors, officers, employees and consultants of shares of Common Stock upon the exercise of options or other awards granted under any Company pursuant to the Company Stock PlanPlans, (iii) for issuances pursuant to the issuance exercise 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, and (iv) for issuances of common stock or securities convertible into or exercisable for shares of common stock in connection with mergersany acquisition, acquisitions, joint venturescollaboration, licensing arrangements or other strategic transaction or any other similar non-debt financing transaction, so long as the purpose of such issuance is not solely for capital raising transactionsraising; provided, provided that in the case of this clause (iv), such issuances shall not be greater than 5% of the total outstanding shares of common stock outstanding immediately after the completion of this offering and each recipient of shares of common stock, or securities exchangeable or exercisable for or convertible into common stock, shall be restricted contractually prohibited from sale selling, offering, disposing of or otherwise transferring any such shares or securities during the remainder of 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 exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The For a period commencing on the date hereof and ending on the 90th day after the date of this Agreement (the “Lock-Up Period”), the Company will notagrees not to, directly or indirectly, without the prior written consent of the Representatives, 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”), (A1) offer, pledge, announce the intention to selloffer for sale, 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 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, directly or indirectly, ) 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 Common Stock or Class B sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, or (B2) 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 Common Stock or Class B such shares of Common Stock, whether any such transaction described in clause (A1) or (B2) above is to be settled by delivery of Common Stock, Class B 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 registration under the Securities Act for the offer and (i) grants sale by the Company of options, any shares of Common Stock and other awards to purchase or receive shares of securities convertible, exercisable or exchangeable into 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 nonsecurities 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-capital raising transactions, provided that such securities shall be restricted from sale during effective amendments to the Lock-Up PeriodRegistration Statement filed consistent with the terms of this Agreement, (ivB) the issuance of shares of Common Stock issuable upon the exchange of shares of the Company’s Class B Stock, restricted stock units, options to purchase Common Stock as 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, options, warrants or rights, (C) the filing of any registration statement on Form S-8 in respect of any employee benefit plan, qualified stock option plan or other employee compensation plan in effect on the date hereof and described in the Prospectus, provided that such and (D) shares of Common Stock to be issued to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger, co-promotion or distribution arrangement, or the acquisition or in-licensing of any business products or technologies; provided, that the aggregate number of shares of Common Stock issued under this Subsection (D) shall be restricted from sale during not exceed 5% of the number of shares of Common Stock of the Company outstanding as of the date hereof; and provided further, that prior to such issuance, each recipient of such shares under this subsection (D) shall execute and deliver to the Representatives a Lock-Up Period, and Agreement (vas defined below) substantially in the filing form of one or more registration statements on Form S-8Exhibit A hereto. The Company agrees not to accelerate cause each officer and director and certain stockholders of the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any optionCompany set forth on Schedule D hereto to furnish to the Underwriters, warrant or convertible promissory note prior to the expiration Closing Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up PeriodAgreements”). 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. The Company will not, without the prior written consent of the Representatives, from For a period commencing on the date of execution of this Agreement hereof and continuing to and including ending on the date that is 180 days 60th day after the date of the Prospectus this Agreement (the “Lock-Up Period”), the Company will not, directly or indirectly, (Ai) 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 could be expected to, result in the disposition by any person at any time in the future of) 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 Common Stock or Class B repayable with Common Stock, or (Bii) 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 Common Stock or Class B such shares of Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock, Class B 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 to this Agreement and (i) grants registration of options, 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 the Company’s equity incentive plans described in the Registration Statement, the Time of Sale Information and other awards the Prospectus), or (iv) publicly disclose the intention to purchase or receive 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 under any issued by the Company Stock Plan that is upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in effect as the Registration Statement, the Time of or prior to Sale Information and the First Closing DateProspectus, (iiC) issuances of any shares of Common Stock upon the exercise of options or other equity-based awards issued or to be issued or options to purchase Common Stock granted under or to be granted pursuant to employee benefit plans or equity incentive plans of the Company referred to in the Registration Statement, the Time of Sale Information and the Prospectus and (D) 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 or other equity-based awards issued or to be issued pursuant to any non-employee director stock plan, equity incentive plan or dividend reinvestment plan referred to in the Registration Statement, the Time of Sale Information and 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 exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The During 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 Company will not, without the prior written consent of Cantor Xxxxxxxxxx & Co. (which consent may be withheld at the Representatives, from the date sole discretion 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”Cantor Xxxxxxxxxx & Co.), (A) 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 any registration statement under the Securities Act in respect of, any shares of Common Stock, options, rights or warrants to acquire Common Stock or Class B securities exchangeable or exercisable for or convertible into Common StockStock (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, par value $0.001 per share 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 “Class B Common StockFinancing 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement and for (i) grants of options, shares of Common Stock a registration statement on Form S-8 relating to employee benefit plans 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 statements, preliminary prospectus or prospectus, or any amendment or supplement thereto relating to a Financing Transaction or an Equity Line Transaction (notwithstanding the foregoing, the actions set forth in clause (ii) may not be taken under this paragraph (k) during the period commencing on Form S-8. The Company agrees not to accelerate and including the vesting date hereof and ending on and including the 30th day following the date of any option or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Periodthis Agreement).

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesUnderwriter, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) 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 shares of Common Stock or Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Class B Common Stock, Shares or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common StockShares, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock, Class B Common Stock Shares or such other securities, in cash or otherwise, except to except, in each case, for (w) the Underwriters pursuant to sale of the Securities as contemplated by this Agreement and Agreement, (ix) grants issuances of Common Shares upon the exercise or conversion of options, shares warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Common Stock Sale Disclosure Package 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 DateProspectus, (ii) issuances of shares of Common Stock upon the exercise of options or other awards granted under any Company Stock Plan, (iiiy) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements employee stock options not exercisable during the Lock-Up Period and grants of restricted shares or any other similar non-capital raising transactions, provided restricted stock units that such securities shall be restricted from sale will not vest during the Lock-Up Period, in each case pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices and (ivz) the issuance of shares an aggregate of up to 1,800,000 unregistered Common Stock issuable upon the exchange Shares to Xxxxxxx and Xxxxxx Xxxxxxx pursuant to that certain Agreement and Plan of shares Merger, dated as of April 15, 2021, by and among 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 PeriodInotiv Boulder, LLC, Rock MergeCo, Inc., Bolder BioPATH Inc, Xxxxxx Xxxxxxx and (v) the filing of one or more registration statements on Form S-8Xxxxxxx Xxxxxxx. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except (A) to the Underwriters pursuant to this Agreement and (iB) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under any the issuance by the 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 any stock options or other awards granted under warrants, or upon the conversion of any Company Stock Planshares of preferred stock of the Company, outstanding as of the date hereof and disclosed in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus; (iiiC) 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 by the Lock-Up Period, (iv) the issuance Company of shares of Common Stock issuable upon the exchange of or securities convertible into shares of Common Stock pursuant to the Company’s Class B Common Stock as equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and ; or (vD) the filing of one or more a registration statements statement on Form S-8S-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 or the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesCantor Fxxxxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 Act relating to, any shares securities of Common Stock the Company that are substantially similar to the Securities, including but not limited to any options or Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), warrants to purchase Ordinary Shares or any securities that are convertible into or exercisable exchangeable for, or exchangeable for Common Stock that represent the right to receive, Ordinary Shares or Class B Common Stockany such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock Ordinary Shares or Class B Common Stockany such other securities, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock Ordinary Shares or such other securities, in cash or otherwise, except otherwise (other than the Securities to the Underwriters be sold hereunder or pursuant to employee share option or warrant plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement Agreement). The foregoing restrictions shall not apply to (a) the Securities to be issued or sold hereunder; (b) the issuance by the Company of Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and described in the Registration Statement; (c) the issuance by the Company of any options or warrants pursuant to any employee equity incentive plan or share ownership plan described or referred to in the Registration Statement; (d) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee equity incentive plan or share ownership plan described in the Times of Sale Disclosure Package or the Prospectus; or (e) the sale or issuance of or entry into an agreement to sell or issue Ordinary Shares or securities convertible into or exercisable for Ordinary Shares in connection with any (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 Datemergers, (ii) issuances acquisition of shares of Common Stock upon the exercise of options securities, businesses, property, technologies or other awards granted under any Company Stock Planassets, (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) debt financings, (v) strategic alliances, commercial relationships or other collaborations, or (vi) the issuance assumption of shares employee benefit plans in connection with mergers or acquisitions; provided that the aggregate number of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (e) shall not exceed 10% of the total number of Ordinary Shares issued and outstanding immediately following the completion of the transactions contemplated by this Agreement (determined on a fully-diluted basis and as adjusted for stock splits, stock dividends and other similar events after the date hereof); and provided further, that each recipient of Ordinary Shares or securities convertible into or exercisable for Common Stock issuable upon pursuant to this clause (e), and, in the exchange of shares event that the recipient is a director or executive officer of the Company’s Class B Common Stock as described , pursuant to clauses (b) and (c), shall on or prior to such issuance, execute a lock-up letter substantially in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (v) the filing form of one or more registration statements on Form S-8. The Company agrees not to accelerate the vesting of any option or warrant or exercise any repurchase or expiry right in Exhibit A hereto with respect of any option, warrant or convertible promissory note prior to the expiration remaining portion of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except (a) to the Underwriters pursuant to this Agreement and Agreement, (ib) grants of options, shares of Common Stock and other awards to purchase options 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 issuance of shares of Common Stock by the Company pursuant to equity-incentive plans described in the Time of Sale Prospectus (c) upon the exercise of options or other awards granted under any Company Stock Plan, (iii) the issuance conversion of securities in connection with mergersoutstanding as of the date hereof, acquisitionsor (d) pursuant to the terms of that certain Contingent Value Rights Agreement, joint venturesdated as of April 13, licensing arrangements or any other similar non-capital raising transactions2011 by and among the Company (formerly RXi Pharmaceuticals Corporation), provided that such securities shall be restricted from sale Computershare Trust Company, N.A., Computershare Inc., and Xxxxxx X. Xxxxxxx, as the Stockholder Representative, as amended. If (1) during the last 17 days of the Lock-Up Period, (iva) 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 ProspectusCompany issues an earnings release, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (vb) the filing of one Company publicly announces material news or more registration statements on Form S-8. The (c) a material event relating to the Company agrees not to accelerate the vesting of any option occurs; or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note (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 paragraph (ix), unless otherwise waived by the Representative 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 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. The Company will not, without the prior written consent of the RepresentativesBTIG, LLC, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is made pursuant to the Company’s At-the-Market Program or otherwise, or is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except except, in each case, for (w) the sale of Securities to the Underwriters pursuant to this Agreement 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 DateAgreement, (iix) issuances of shares of Common Stock upon the exercise or conversion of options options, warrants or other awards granted under any Company Stock Planconvertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (iiiy) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements employee stock options or any other similar non-capital raising transactions, provided that such securities shall be restricted from sale equity compensation or awards not exercisable during the Lock-Up Period, (iv) the issuance of shares of Common Stock issuable upon the Period or exchange of shares of outstanding equity awards pursuant to the Company’s Class B Common Stock as described stock option, stock bonus and other stock plans or arrangements, in effect on the date hereof, in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, ordinary course of business consistent with past practice and (vz) issuances of shares to certain Company lenders in connection with term loan borrowings by the filing Company under the Company’s credit facility with Deerfield ELGX Revolver, LLC and certain its affiliates and with Deerfield Private Design Fund IV, L.P. and certain of one or more registration statements its affiliates, in effect on Form S-8the date hereof. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement and (i) grants of options, shares of Common Stock and other awards compensatory options 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 's compensatory equity plans approved by the Board of Directors in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, ordinary course consistent with its historical policies and (v) the filing of one or more registration statements on Form S-8practices. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 the Representative 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, 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. The Company and the Subsidiary will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co., 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 that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 shares of Class A Common Stock or Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), Membership Interests or any securities convertible into or exercisable or exchangeable for Class A Common Stock or Class B Common Stock, or Membership Interests; (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or Class B Common StockMembership Interests, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Class A Common Stock, Class B Common 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 and or (y) in connection with (i) grants the issuance of optionsany securities by the Company or the Subsidiary upon the exercise or settlement of options disclosed as outstanding in the Registration Statement, shares in the Time of Common Stock Sale Disclosure Package 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 DateProspectus, (ii) issuances the issuance of shares employee stock options pursuant to stock option plans described in the Registration Statement, in the Time of Common Stock upon Sale Disclosure Package and in the exercise of options Prospectus 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 Class A Common Stock issuable 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 the Company’s Class B 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 described in the Prospectus, provided that such follows: “The shares of Class A Common Stock shall of The Habit Restaurants, Inc. received as a result of the exchange of membership units of The Habit Restaurants, LLC may not be restricted from sale during sold or otherwise transferred, subject to certain exceptions, until the Lockexpiration of a lock-Up Periodup agreement entered into by the undersigned in connection with an offering of securities by The Habit Restaurants, and (v) the filing of one or more registration statements on Form S-8. Inc. The Company agrees and the Subsidiary agree not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, from For a period commencing on the date of execution of this Agreement hereof and continuing to and including ending on the date that is 180 days 90th day after the date of the Prospectus this Agreement (the “Lock-Up Period”), (A) 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 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 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 Common Stock or Class B sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, or (B2) 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 Common Stock or Class B such shares of Common Stock, whether any such transaction described in clause (A1) or (B2) above is to be settled by delivery of Common Stock, Class B 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 registration under the Securities Act for the offer and (i) grants sale by the Company of options, any shares of Common Stock and other awards to purchase or receive shares of securities convertible, exercisable or exchangeable into 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 nonsecurities 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-capital raising transactions, provided that such securities shall be restricted from sale during effective amendments to the Lock-Up PeriodRegistration Statement filed consistent with the terms of this Agreement, (ivB) the issuance of shares of Common Stock issuable upon the exchange of shares of the Company’s Class B Stock, restricted stock awards, restricted stock units, performance units, options to purchase Common Stock as 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) the filing of any registration statement on Form S-8 in respect of any employee benefit plan, qualified stock option plan or other employee compensation plan in effect on the date hereof and described in the Prospectus, provided that such (D) shares of Common Stock to be issued to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger, co-promotion or distribution arrangement, or the acquisition or in-licensing of any business products or technologies; provided, that the aggregate number of shares of Common Stock issued under this Subsection (D) shall be restricted from sale during not exceed 10% of the number of shares of Common Stock of the Company outstanding as of the date hereof; and provided further, that prior to such issuance, each recipient of such shares under this subsection (D) shall execute and deliver to the Representative a Lock-Up Agreement (as defined below) substantially in the form of Exhibit A hereto, and (E) shares of Common Stock issuable upon conversion of the Company’s outstanding Series A Preferred Stock, as disclosed in the Registration Statement and the Prospectus. 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 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 exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up PeriodAgreements.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) 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 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 Common Stock, except for shares of Common Stock 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 Class B Common Stockthe 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 (Bz) 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 Common Stock or Class B Common Stock, ; whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement and Agreement. If (iA) grants during the last 17 days 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, (iv1) 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 ProspectusCompany issues an earnings release, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (v2) the filing of one Company publicly announces material news or more registration statements on Form S-8. The (3) a material event relating to the Company agrees not to accelerate the vesting of any option occurs; or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note (B) 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 continue to apply until the expiration of the 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. The Company will not, without the your prior written consent of the Representativesconsent, from the date of execution of this Agreement and continuing to and including the date that is 180 [180] days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 shares of Common Stock Ordinary Shares or Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), ADSs or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or Class B Common Stock, ADSs or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock Ordinary Shares or Class B Common StockADSs, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common StockOrdinary Shares, Class B Common Stock ADSs or such other securities, in cash or otherwise, except to the Underwriters Underwriter pursuant to this Agreement Agreement, except, in each case, for (x) the registration of the offer and (i) grants sale 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 the Shares as of or prior to the First Closing Datecontemplated by this Agreement, (iiy) issuances of shares of Common Stock Ordinary Shares upon the exercise of options or other awards granted under any Company Stock Planwarrants disclosed as outstanding in the Registration Statement, each Preliminary Prospectus and the Prospectus, and (iiiz) the issuance of securities employee stock options not exercisable during the Lock-Up Period pursuant to stock option plans described in connection with mergersthe Registration Statement, acquisitionseach Preliminary Prospectus and the Prospectus; provided, joint ventureshowever, licensing arrangements or any other similar non-capital raising transactions, provided that such securities shall be restricted from sale during if prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (iv16) day period beginning on the issuance last day 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 PeriodPeriod and the Company is no longer an “emerging growth company”, and then the restrictions imposed by this Section shall continue to apply until the expiration of the date that is fifteen (v15) calendar days plus three (3) business days after the filing date on which the issuance of one or more registration statements on Form S-8the earnings release. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up PeriodPeriod without your consent.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co. and Xxxxxx, Xxxxxxxx & Company, 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”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B 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 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 Datehereunder, (ii) issuances the issuance by the Company of shares of Common Stock upon the exercise of options an option or other awards granted under any Company Stock Planwarrant 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, (iii) the issuance grant by the Company of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements stock options or any other similar nonstock-capital raising transactions, provided that such securities shall be restricted from sale during the Lock-Up Period, based awards (iv) or the issuance of shares of Common Stock issuable upon the exchange of shares exercise thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the Company’s Class B Common Stock as Company described in the Time of Sale Disclosure Package and the Prospectus; provided that, provided prior to the grant of any such stock options or other stock-based awards pursuant to this clause (iii) that such Common Stock shall be restricted from sale during 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 A hereto, (viv) the filing of one or more a registration statements statement on Form S-8. The Company agrees not to accelerate the vesting of S-8 or any option or warrant or exercise any repurchase or expiry right in successor form thereto with respect of any option, warrant or convertible promissory note prior to the expiration 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); or (vi) shares of Common Stock or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (vi) shall not exceed 5% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Firm Shares pursuant hereto and (y) any such shares of Common Stock and securities issued pursuant to this clause (v) during the Lock-Up Period shall be subject to the restrictions described above for the remainder of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 365 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) 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 shares of Common Stock or Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Class B Common Stock, Ordinary Shares or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common StockOrdinary Shares, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock, Class B Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the (a) Underwriters pursuant to this Agreement and or (ib) grants securities issued pursuant to acquisitions or strategic transactions approved by a majority of options, shares the disinterested directors 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 transactionsCompany, provided that such securities shall be are issued as “restricted from sale during securities” (as defined in Rule 144) and carry no registration rights that require or permit the Lock-Up Period, (iv) the issuance filing of shares of Common Stock issuable upon the exchange of shares of the Company’s Class B Common Stock as described any registration statement in the Prospectus, provided that such Common Stock shall be restricted from sale connection therewith during the Lock-Up Period, and provided that any such issuance shall only be to a person (vor to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the filing business of one 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 more registration statements on Form S-8to an entity whose primary business is investing in securities. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. In addition, the Company will not purchase any shares of its capital stock during the 12-month period following the closing of the Offering, other than repurchases at cost or without cost pursuant to the terms of its share option and restricted share purchase agreements, if any.

Company Lock-Up. The For a period commencing on the date hereof and ending on the 90th day after the date of this Agreement (the “Lock-Up Period”), the Company will notagrees not to, directly or indirectly, without the prior written consent of the Representatives, 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”), (A1) offer, pledge, announce the intention to selloffer for sale, 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 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, directly or indirectly, ) 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 Common Stock or Class B sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, or (B2) 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 Common Stock or Class B such shares of Common Stock, whether any such transaction described in clause (A1) or (B2) above is to be settled by delivery of Common Stock, Class B 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 registration under the Securities Act for the offer and (i) grants sale by the Company of options, any shares of Common Stock and other awards to purchase or receive shares of securities convertible, exercisable or exchangeable into 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 nonsecurities 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-capital raising transactions, provided that such securities shall be restricted from sale during effective amendments to the Lock-Up PeriodRegistration Statement filed consistent with the terms of this Agreement, (ivB) the issuance of shares of Common Stock issuable upon the exchange of shares of the Company’s Class B Stock, restricted stock units, options to purchase Common Stock as 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, options, warrants or rights, (C) the filing of any registration statement on Form S-8 in respect of any employee benefit plan, qualified stock option plan or other employee compensation plan in effect on the date hereof and described in the Prospectus, provided that such and (D) shares of Common Stock to be issued to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger, co-promotion or distribution arrangement, or the acquisition or in-licensing of any business products or technologies; provided, that the aggregate number of shares of Common Stock issued under this Subsection (D) shall be restricted from sale during not exceed 5% of the number of shares of Common Stock of the Company outstanding as of the date hereof; and provided further, that prior to such issuance, each recipient of such shares under this subsection (D) shall execute and deliver to the Representatives a Lock-Up Period, and Agreement (vas defined below) substantially in the filing form of one or more registration statements on Form S-8Exhibit A hereto. The Company agrees not to accelerate cause each shareholder, officer and director of the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any optionCompany set forth on Schedule D hereto to furnish to the Underwriters, warrant or convertible promissory note prior to the expiration Closing Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up PeriodAgreements”). 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. The Company will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B 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 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 DateAgreement, (ii) issuances sales of shares through any dividend reinvestment and stock purchase plan of Common Stock upon the exercise Company, existing as of options or other awards granted under any Company Stock Planthe date hereof, (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 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 exchange exercise of shares 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 Company’s Class B Common Stock as described in date of this Agreement which are not for the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, primary purpose of raising capital and (v) the filing of one or more registration statements on Form S-8S-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 exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesUnderwriter, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to except, in each case, for (x) the Underwriters pursuant to sale of the Securities as contemplated by this Agreement 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 DateAgreement, (iiy) issuances of shares of Common Stock pursuant to the Company’s employee stock purchase plans, upon the vesting of restricted stock, exercise or conversion of options or other awards granted under any Company Stock Planconvertible securities, in each case as disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (iiiz) the issuance of securities employee or director equity awards not exercisable or vesting during the Lock-Up Period (other than shares issued to directors in connection with mergerslieu of directors’ fees, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, provided that such securities shall which may be restricted from sale issued during the Lock-Up Period, (iv) the issuance of shares of Common Stock issuable upon the exchange of shares of pursuant to the Company’s Class B Common Stock stock option, stock bonus and other stock plans or arrangements, as described in effect on the date hereof in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (v) the filing ordinary course of one or more registration statements on Form S-8business consistent with past practices. The Company agrees not to accelerate the vesting of any option equity award, except in connection with a Change in Control (as defined in the applicable Company equity plan) or warrant as a result of operational actions not taken for the purpose of accelerating the vesting of such equity award, or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 the Underwriter 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 Underwriter 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. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) 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 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 Common Stock or Class B Common Stock, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to except, in each case, for (v) the Underwriters pursuant to sale of the Securities as contemplated by this Agreement 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 DateAgreement, (iiw) issuances of shares of Common Stock upon the exercise or conversion of options or other awards granted under any Company Stock Planwarrants disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (iiix) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements stock options or any other similar non-capital raising transactionsrestricted stock to employees or directors, provided that such securities stock options are not exercisable and such restricted stock shall be restricted from sale not vest and shall remain subject to a risk of forfeiture during the Lock-Up Period, pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices, (ivy) the filing of a registration statement on Form S-8 to register additional securities under the Company’s stock option, stock bonus and other stock plans or arrangements, and (z) the issuance of shares of Common Stock issuable upon the exchange Stock, options or convertible securities to a Strategic Investor in connection with a license, joint venture, collaboration or similar agreement. For purposes of shares of the Company’s Class B Common Stock as described this Section 4(i), “Strategic Investor” shall mean a third-party in the Prospectusbiotechnology, provided that pharmaceutical or similar industry or an affiliate of a biotechnology, pharmaceutical or similar company, 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-8as an affiliated investment fund. The Company agrees not to accelerate the vesting of any option or warrant or exercise any repurchase or expiry right in respect the lapse of any option, warrant or convertible promissory note risks of forfeiture prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, from For a period commencing on the date of execution of this Agreement hereof and continuing to and including ending on the date that is 180 days 90th day after the date of the Prospectus this Agreement (the “Lock-Up Period”), (A) 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 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 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 Common Stock or Class B sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, or (B2) 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 Common Stock or Class B such shares of Common Stock, whether any such transaction described in clause (A1) or (B2) above is to be settled by delivery of Common Stock, Class B 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 registration under the Securities 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 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, (ivB) the issuance of shares of Common Stock issuable upon the exchange of shares of the Company’s Class B Stock, restricted stock units, options to purchase Common Stock as described or units pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the Prospectusdate of this Agreement or pursuant to currently outstanding restricted stock units, provided that such Common Stock shall be restricted from sale during the Lock-Up Periodoptions, and (v) the filing of one warrants or more registration statements on Form S-8rights. The Company agrees not to accelerate cause each officer and director of the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any optionCompany set forth on Schedule D hereto to furnish to the Underwriters, warrant or convertible promissory note prior to the expiration Closing Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up PeriodAgreements”). 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. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 or confidentially submit a registration statement to the Commission with respect 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 into, exercisable or exchangeable for or that represent the right to receive Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except except, in each case, for (w) the filing by the Company of a registration statement on Form S-8 or a successor form thereto with respect to the Underwriters Common Stock or other securities pursuant to this Agreement any stock option, stock bonus or other stock plan or arrangement described in the Time of Sale Disclosure Package 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 DateProspectus, (iix) the sale of the Securities as contemplated by this Agreement, (y) issuances of shares of Common Stock upon the exercise or conversion of options options, warrants or other awards granted under any Company Stock Planconvertible securities disclosed as outstanding in the Registration Statements, the Time of Sale Disclosure Package and the Prospectus, and (iiiz) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements employee stock options or any other similar non-capital raising transactions, provided that such securities shall be restricted from sale stock units not exercisable during the Lock-Up Period, (iv) the issuance of shares of Common Stock issuable upon the exchange of shares of Period pursuant to the Company’s Class B Common Stock stock option, stock bonus and other stock plans or arrangements, as described in effect on the date hereof in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (v) the filing ordinary course of one or more registration statements on Form S-8business consistent with past practices. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to except, in each case, for (x) the Underwriters pursuant to sale of the Securities as contemplated by this Agreement 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 DateAgreement, (iiy) issuances of shares of Common Stock upon the exercise or conversion of options options, warrants or other awards granted under any Company Stock Planconvertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (iiiz) 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 employee stock options not exercisable during the Lock-Up Period, (iv) the issuance of shares of Common Stock issuable upon the exchange of shares of Period pursuant to the Company’s Class B Common Stock stock option, stock bonus and other stock plans or arrangements, as described in effect on the date hereof in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (v) the filing ordinary course of one or more registration statements on Form S-8business consistent with past practices. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 the Representative 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, any co-manager 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. The Company will notalso covenants with each Underwriter that, without the prior written consent of Xxxxx Xxxxxxx & Co. on behalf of the RepresentativesUnderwriters, from it will not, during the date of execution of this Agreement and continuing to and including the date that is 180 period ending 90 days after the date of the Prospectus (the “Lock-Up Restricted Period”), (A1) 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 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 Common Stock or Class B Common Stock, or (B2) 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 Common Stock or Class B Common Stock, whether any such transaction described in clause (A) 1 or (B) 2 above is to be settled by delivery of Common Stock, Class B 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 and (i) grants offering of options, any shares of Common Stock and other awards or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence shall not apply to purchase or receive shares of Common Stock under any Company Stock Plan that is in effect as of or prior (a) the Securities to the First Closing Datebe sold hereunder, (iib) issuances the issuance by the Company of shares of Common Stock upon the exercise of options an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, provided that, any director or 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 during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall 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 options, stock awards, restricted stock, restricted stock units or other equity awards granted under any Company Stock Plan, (iii) and the issuance of Common Stock or securities convertible into or exercisable for Common Stock (whether upon the exercise of stock options 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 mergers(x) the acquisition by the Company or any of its subsidiaries of the securities, acquisitionsbusiness, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any 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 (y) the Company’s joint ventures, licensing arrangements or any commercial relationships and other similar non-capital raising strategic transactions, provided that such securities shall be restricted from sale during the Lock-Up Period, (iv) the issuance aggregate number of shares of Common Stock issuable upon securities convertible into, exercisable for or which are otherwise exchangeable for or represent the exchange right to receive Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (f) shall not exceed 5% of the total number of shares of the Company’s Class B Common Stock outstanding as described in of the Prospectus, Closing Date immediately following the completion of the transactions contemplated by this Agreement to be completed as of that date and provided that all recipients of any such Common Stock securities shall be restricted from sale during the enter into a Lock-Up Period, Agreement covering the remainder of the Restricted Period and (vg) the filing issuance by the Company of one 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 more registration statements on Form S-8. The securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock that the Company agrees may sell or issue or agree to sell or issue pursuant to this clause (g) 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 accelerate the vesting be completed as of that date and provided all recipients of any option or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the such securities shall enter into a Lock-Up Agreement covering the remainder of the Restricted Period.

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, Pxxxx Xxxxxxx & Co. from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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, 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 into, exercisable or exchangeable for or that represent the right to receive Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement 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 DateAgreement, (ii) issuances the issuance by the Company of shares of Common Stock upon the exercise of any stock options or other awards granted under warrants, or upon the conversion of any Company Stock Planshares 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; (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 connection with mergerseffect on the date hereof and described in the Registration Statement, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, in the Time of Sale Disclosure Package and in the Prospectus; provided that prior to the issuance of any such shares of Common Stock or securities shall be restricted from sale during 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 registrant 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; (iv) 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; or (v) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock issuable upon Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the exchange 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 the Company’s Class B Common Stock as described in that the Prospectus, provided that such Company may sell or issue or agree to sell or issue pursuant to this clause (v) shall not exceed 5% of the total number of 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 be restricted from sale during the cause each recipient of such shares or other securities to execute and deliver to you, on or prior to such issuance, a Lock-Up Period, Agreement and (v) issue stop order restrictions to its transfer agent and registrar for the filing Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of one or more registration statements on Form S-8. The Company agrees not to accelerate default under the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the applicable Lock-Up PeriodAgreement.

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, from For a period commencing on the date of execution of this Agreement hereof and continuing to and including ending on the date that is 180 days 90th day after the date of the Prospectus this Agreement (the “Lock-Up Period”), (A) 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 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 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 Common Stock or Class B sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, or (B2) 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 Common Stock or Class B such shares of Common Stock, whether any such transaction described in clause (A1) or (B2) above is to be settled by delivery of Common Stock, Class B 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 registration under the Securities 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 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, (ivB) the issuance of shares of Common Stock issuable upon the exchange of shares of the Company’s Class B Stock, restricted stock units, options to purchase Common Stock as described or units pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the Prospectusdate of this Agreement or pursuant to currently outstanding restricted stock units, provided that such Common Stock shall be restricted from sale during the Lock-Up Periodoptions, and (v) the filing of one warrants or more registration statements on Form S-8rights. The Company agrees not to accelerate cause each officer, director and shareholder of the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any optionCompany set forth on Schedule E hereto to furnish to the Underwriters, warrant or convertible promissory note prior to the expiration Closing Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up PeriodAgreements”). 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. The Company will not, without the prior written consent of the RepresentativesXxxxx‑Xxxxxx Capital Group LLC, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up "Lock‑Up Period”"), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to except, in each case, for (x) the Underwriters pursuant to sale of the Securities as contemplated by this Agreement 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 DateAgreement, (iiy) issuances of shares of Common Stock upon the exercise or conversion of options options, warrants or other awards granted under any Company Stock Planconvertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (iiiz) 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 employee stock options not exercisable during the Lock-Up Period, (iv) the issuance of shares of Common Stock issuable upon the exchange of shares of Lock‑Up Period pursuant to the Company’s Class B Common Stock 's stock option, stock bonus and other stock plans or arrangements, as described in effect on the date hereof in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (v) the filing ordinary course of one or more registration statements on Form S-8business consistent with past practices. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Lock‑Up Period. If (1) 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, only if necessary to allow for compliance with NASD Rule 2711(f)(4), unless otherwise waived by Xxxxx‑Xxxxxx Capital Group LLC 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, 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. The Company will not, without the prior written consent of the RepresentativesPxxxx Xxxxxxx & Co., Sxxxxx, Xxxxxxxx & Company, Incorporated and Cantor Fxxxxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 Act relating to, any shares securities of Common Stock the Company that are substantially similar to the Securities, including but not limited to any options or Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), warrants to purchase Ordinary Shares or any securities that are convertible into or exercisable exchangeable for, or exchangeable for Common Stock that represent the right to receive, Ordinary Shares or Class B Common Stockany such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock Ordinary Shares or Class B Common Stockany such other securities, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock Ordinary Shares or such other securities, in cash or otherwise, except otherwise (other than the Securities to the Underwriters be sold hereunder or pursuant to employee share option or warrant plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement Agreement). The foregoing restrictions shall not apply to (a) the Securities to be issued or sold hereunder; (b) the issuance by the Company of Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and described in the Registration Statement; (c) the issuance by the Company of any options or warrants pursuant to any employee equity incentive plan or share ownership plan described or referred to in the Registration Statement; (d) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee equity incentive plan or share ownership plan described in the Registration Statement; or (e) the sale or issuance of or entry into an agreement to sell or issue Ordinary Shares or securities convertible into or exercisable for Ordinary Shares in connection with any (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 Datemergers, (ii) issuances acquisition of shares of Common Stock upon the exercise of options securities, businesses, property, technologies or other awards granted under any Company Stock Planassets, (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 Prospectusstrategic alliances, provided that such Common Stock shall be restricted from sale during the Lock-Up Periodcommercial relationships or other collaborations, and or (v) the filing assumption of one employee benefit plans in connection with mergers or more registration statements acquisitions; provided that the aggregate number of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares (on Form S-8. The an as-converted or as-exercised basis, as the case may be) that the Company agrees may sell or issue or agree to sell or issue pursuant to this clause (e) shall not exceed 10% of the total number of Ordinary Shares issued and outstanding immediately following the completion of the transactions contemplated by this Agreement (determined on a fully-diluted basis and as adjusted for stock splits, stock dividends and other similar events after the date hereof); and provided further, that each recipient of Ordinary Shares or securities convertible into or exercisable for Common Stock pursuant to accelerate this clause (e) and, in the vesting event that the recipient is a director or executive officer of any option the Company, pursuant to clauses (b) and (c), shall, on or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to such issuance, execute a lock-up letter substantially in the expiration form of Exhibit A hereto with respect to the remaining portion of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the Representativeseach of Xxxxx Xxxxxxx & Co. and Cantor Xxxxxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant make 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 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 Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), or any securities that are convertible into or exercisable or exchangeable for for, or that represent the right to receive, Common Stock or Class B Common Stockany such substantially similar securities, or publicly disclose the intention to do any of the foregoing or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stockany such other securities, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except otherwise (other than (1) the Securities to the Underwriters pursuant to this Agreement 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 Datebe sold hereunder, (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, (iv2) the issuance of shares of Common Stock issuable upon and the exchange granting of shares stock options, restricted stock units or other equity awards pursuant to employee stock option plans or other equity compensation plans existing on the date of the Company’s Class B Common Stock as this Agreement and described in the Registration Statement, the Time of Sale Disclosure Package and this Prospectus, provided that the recipients of any such shares of Common Stock or 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, (3) the issuance of shares of Common Stock pursuant to any contingent consideration arrangement disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (4) 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 (a) such plan does not provide for the transfer of Common Stock during the Lock-Up Period and (b) 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 include a statement to the effect that no transfer of Common Stock may be restricted from sale made under such plan during the Lock-Up Period, and (v5) the filing 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 one Common Stock in connection with (a) the acquisition of the securities, business, technology, property or more registration statements on Form S-8. The 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 (x) the aggregate number of shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock that the Company agrees not to accelerate the vesting of any option may sell or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of issue during the Lock-Up PeriodPeriod pursuant to this clause (5) shall not exceed 7.5% of the total number of shares of Common Stock outstanding as of the First Closing Date immediately following the issuance and sale of the Firm Shares pursuant to this Agreement and (y) 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 A hereto).

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement 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-8Agreement. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 the first sentence of this subsection shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company 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 existing equity incentive or employee benefit plans of the Company, or (D) any shares of Common Stock issued by the Company in connection with an acquisition by or merger of the Company.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesUnderwriter, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to except, in each case, for (x) the Underwriters pursuant to sale of the Securities as contemplated by this Agreement 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 DateAgreement, (iiy) issuances of shares of Common Stock upon the exercise or conversion of options Options, warrants or other awards granted under any Company Stock Planconvertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (iiiz) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, provided employee stock options not exercisable and shares of restricted stock that such securities shall be restricted from sale do not vest during the Lock-Up Period, (iv) Period pursuant to the issuance of shares of Common Company Stock issuable upon Plans as in effect on the exchange of shares of the Company’s Class B Common Stock as described date hereof in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (v) the filing ordinary course of one or more registration statements on Form S-8business consistent with past practices. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase right prior to the expiration of the Lock-Up Period without the Underwriter’s prior written consent. If (1) 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 expiry right in respect of any option, warrant (c) a material event relating to the Company occurs; or convertible promissory note (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 Underwriter 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 Underwriter 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. The Company will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co, 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”), (Ai) 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 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 Common Stock or Class B Common Stock, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except (A) to the Underwriters pursuant to this Agreement 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 DateAgreement, (iiB) issuances the issuance by the Company of shares of Common Stock upon the exercise of any stock options or other awards granted under warrants, or upon the conversion of any Company Stock Planshares 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; (iiiC) 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 connection effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (D) the filing of a registration statement on Form S-8 with mergersrespect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, acquisitions, joint ventures, licensing arrangements the Time of Sale Disclosure Package and the Prospectus; or any other similar non-capital raising transactions, provided that such securities shall be restricted from (E) the sale during the Lock-Up Period, (iv) or issuance of or entry into an agreement providing for the issuance of shares of Common Stock issuable upon Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the exchange 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 the Company’s Class B Common Stock as described in that the Prospectus, provided that such Company may sell or issue or agree to sell or issue pursuant to this clause (E) 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 be restricted from sale during the cause each recipient of such shares or other securities to execute and deliver to you, on or prior to such issuance, a Lock-Up Period, Agreement and (v) issue stop order restrictions to its transfer agent and registrar for the filing Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of one or more registration statements on Form S-8. The Company agrees not to accelerate default under the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the applicable Lock-Up PeriodAgreement.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesXxxxx-Xxxxxx Capital Group LLC, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters Underwriter pursuant to this Agreement and (i) grants of optionsAgreement, shares of Common Stock and other awards pursuant 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 2011 Stock Incentive Plan as described in effect on the Prospectus, provided that such Common Stock shall be restricted from sale during date hereof or pursuant to warrants to purchase capital stock outstanding as of the Lock-Up Period, and (v) the filing of one or more registration statements on Form S-8date hereof. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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-Xxxxxx Capital Group LLC 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 Underwriter, 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. 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 Representatives, from the date sole discretion 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”DBSI), (A) 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 any registration statement under the Act in respect of, any shares of Common Stock or Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), options or any securities convertible into or exercisable or exchangeable for Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership warrants to acquire shares of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) securities exchangeable or (B) above is to be settled by delivery of Common Stock, Class B Common Stock exercisable for or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement and (i) grants of options, convertible into shares of Common Stock and (other awards 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 options to purchase its Common Stock, or receive shares of Common Stock under upon exercise of options, pursuant to any Company Stock Plan that is stock option, stock bonus or other stock plan or arrangement described in effect as 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 to written consent of DBSI (which consent may be withheld at the First Closing Date, sole discretion of the DBSI) and (ii) issuances purchase and sell its own shares through the Company’s repurchase fund up to a maximum 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 1% of the Company’s Class B outstanding shares of Common Stock as described in Stock. Notwithstanding the Prospectusforegoing, provided that such Common Stock shall be restricted from sale if (x) during the Locklast 17 days of the 90-Up Periodday restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, and or (vy) 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 exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock90-Up Periodday 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 Company will provide the Representative and each individual subject to the restricted period pursuant to the lockup letters described in this Section 4(a)(x) and in Section 4(a)(xi) below with prior notice of any such announcement that gives rise to an extension of the restricted period.

Company Lock-Up. The Company and the Subsidiary will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co. and Xxxxxx X. Xxxxx & Co. Incorporated, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 shares of Class A Common Stock or Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), Membership Interests or any securities convertible into or exercisable or exchangeable for Class A Common Stock or Class B Common Stock, or Membership Interests; (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or Class B Common StockMembership Interests, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Class A Common Stock, Class B Common 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 and or (y) in connection with (i) grants the issuance of optionsany securities by the Company or the Subsidiary upon the exercise or settlement of options disclosed as outstanding in the Registration Statement, shares in the Time of Common Stock Sale Disclosure Package 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 DateProspectus, (ii) issuances the issuance of shares employee stock options pursuant to stock option plans described in the Registration Statement, in the Time of Common Stock upon Sale Disclosure Package and in the exercise of options Prospectus 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 Class A Common Stock issuable 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 the Company’s Class B 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 described in the Prospectus, provided that such follows: “The shares of Class A Common Stock shall of The Habit Restaurants, Inc. received as a result of the exchange of membership units of The Habit Restaurants, LLC may not be restricted from sale during sold or otherwise transferred, subject to certain exceptions, until the Lockexpiration of a lock-Up Periodup agreement entered into by the undersigned in connection with an offering of securities by The Habit Restaurants, and (v) the filing of one or more registration statements on Form S-8. Inc. The Company agrees and the Subsidiary agree not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesPxxxx Xxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement 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-8Agreement. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 Pxxxx 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, 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. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), or any securities that are convertible into or exercisable or exchangeable for for, or that represent the right to receive, Common Stock or Class B Common Stockany such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stockany such other securities, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except provided that the foregoing restrictions will not apply to the Underwriters pursuant to this Agreement and (i) grants the Securities to be sold hereunder; (ii) the issuance of options, shares of Common Stock and the granting of stock options, restricted stock units and/or other equity awards pursuant to purchase equity incentive plans, non-employee director compensation plans or receive other equity compensation plans existing on the date of this Agreement and described in the Registration Statement, Time of Sale Prospectus and the Prospectus, provided that the recipients of any such shares of Common Stock under or of any Company Stock Plan stock options, restricted stock units or other equity awards that is vest within the Lock-Up Period execute a lock-up agreement substantially in effect as the form of or prior to Exhibit A hereto; (iii) the First Closing Date, (ii) issuances issuance of shares of Common Stock upon the exercise of options 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 awards granted 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 any Company Stock Plan, (iii) the issuance Exchange Act for the transfer of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactionsshares of Common Stock, provided that (x) such securities 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, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be restricted from sale made under such plan 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 a registration statements statement on Form S-8. The Company agrees not to accelerate the vesting of S-8 or any option or warrant or exercise any repurchase or expiry right in successor form thereto with respect of any option, warrant or convertible promissory note prior to the expiration registration of securities to be offered under any equity incentive plan, non-employee director compensation plan or other equity compensation plan of the LockCompany described in in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or any such plan assumed under the circumstances contemplated by the following clause (vi)(1); and (vi) 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 in connection with (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 any such acquisition, (2) joint ventures, (3) commercial relationships or (4) other strategic transactions, provided that (x) the aggregate number of shares of Common Stock, or securities convertible into or exercisable or exchangeable for, Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (vi) shall not exceed 7.5% of the total number of shares of Common Stock outstanding as of the Closing Date immediately following the issuance and sale of the Securities pursuant to this Agreement, and (y) each recipient of Common Stock, or securities convertible into or exercisable or exchangeable for, Common Stock pursuant to this clause (vi) shall execute a lock-Up Periodup agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, 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”), (Ai) 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 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 Common Stock or Class B Common Stock, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to except, in each case, for (v) the Underwriters pursuant to sale of the Securities as contemplated by this Agreement 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 DateAgreement, (iiw) issuances of shares of Common Stock upon the exercise or conversion of options options, warrants or other awards granted under any Company Stock Planconvertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (iiix) the issuance of securities in connection with mergersstock options, acquisitions, joint ventures, licensing restricted stock or other equity incentives under equity incentive plans or arrangements or any other similar non-capital raising transactions, of the Company (provided that such securities shall be restricted from sale stock options so issued are not exercisable during the Lock-Up Period), (ivy) the issuance of shares shares, warrants or other securities to one or more counterparties in connection with the consummation of Common Stock issuable upon a strategic partnership, joint venture, collaboration, merger or the exchange acquisition or license of shares of the Company’s Class B Common Stock as described in the Prospectusany business products, provided that such Common Stock shall be restricted from sale during the Lock-Up Periodservices or technology, and (vz) the filing offer, announcement of one the intention to sell, sale, contract to sell and issuance of shares, warrants or more registration statements on Form S-8other securities, the proceeds of which are used to pay off any debt of the Company or its subsidiaries. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. For clarity, the foregoing shall not prohibit the Company from registering under the Securities Act the resale of any currently outstanding Common Stock beneficially owned by the Selling Stockholders or Xxxxx Xxxxxxxx.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement 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-8Agreement. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 the Representative 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, 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. The Company will not, without the prior written consent of the Representativeseach of Pxxxx Xxxxxxx and Sxxxxx, 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”), (A) 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 shares of Class A Common Stock or Stock, Class B Common Stockcommon stock, par value $0.001 0.01 per share of the Company (the “Class B Common Stock”), or limited liability interests in vTv LLC (the “LLC Interests”) or any securities convertible into or exercisable or exchangeable for or that represent the right to receive Class A Common Stock, Class B Common Stock or Class B Common Stock, LLC Interests or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock, Class B Common Stock or Class B Common StockLLC Interest, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Class A Common Stock, Class B Common Stock Stock, LLC Interests or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement 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-8Agreement. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. Notwithstanding the foregoing, this Section 4(i) shall not prohibit (i) the issuance or transfer of shares of Class B Common Stock and LLC Interests pursuant to the Reorganization Transactions, (ii) the issuance by the Company of shares of Class A Common Stock upon the conversion or exchange of Class B Common Stock and LLC Interests outstanding as of the date of this Agreement, (iii) the issuance by the Company of options to purchase shares of Class A Common Stock and other equity incentive compensation, including restricted stock or restricted stock units, under existing stock option or similar plans described in the Time of Sale Disclosure Package and in the Prospectus, (iv) the issuance of shares of Class B Common Stock or LLC Interests to any of the individuals or entities listed on Schedule II hereto who are current holders of Class B Common Stock or LLC Interest or their affiliates, as applicable, (v) any shares of Class A Common Stock issued upon the exercise of options granted under such existing stock option or similar plans described in the Time of Sale Disclosure Package and in the Prospectus, (vi) the filing by the Company of any registration statement on Form S-8 with the Commission relating to the offering of securities pursuant to the terms of such existing stock option or similar plans, and (vii) the issuance by the Company of Class A Common Stock or securities convertible into Class A Common Stock in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that (x) the aggregate number of shares issued pursuant to clause (vii) shall not exceed five percent (5%) of the total number of outstanding shares of Class A Common Stock immediately following the issuance and sale of the Securities pursuant hereto, and (y) any recipient of such Class A Common Stock or securities convertible into Class A Common Stock, as applicable, pursuant to clauses (ii), (iv) and (vii) shall execute and deliver to the Representatives a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”).

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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, 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 into, exercisable or exchangeable for Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement 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 DateAgreement, (ii) issuances the issuance by the Company of the Warrant Shares upon the exercise of the Pre-Funded Warrants, (iii) the issuance by the Company of shares of Common Stock upon the exercise of any stock options or other awards granted under warrants, or upon the conversion of any Company Stock Planshares 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; (iiiiv) 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 connection with mergerseffect on the date hereof and described in the Registration Statement, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, the Time of Sale Disclosure Package and the Prospectus; provided that prior to the issuance of any such shares of Common Stock or securities shall be restricted from sale during 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 (iva “Lock-Up Agreement”) and issue stop order restrictions to its transfer agent and registrant 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; or (vi) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock issuable upon Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the exchange 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 the Company’s Class B Common Stock as described in that the Prospectus, provided that such 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 be restricted from sale during the cause each recipient of such shares or other securities to execute and deliver to you, on or prior to such issuance, a Lock-Up Period, Agreement and (v) issue stop order restrictions to its transfer agent and registrar for the filing Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of one or more registration statements on Form S-8. The Company agrees not to accelerate default under the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the applicable Lock-Up PeriodAgreement.

Company Lock-Up. The Company will not, without (a) For the prior written consent of the Representatives, 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 period 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 (A“Lock-Up Securities”): (i) amend, 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, 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 Common Stock or Class B Common Stock, or (Biv) 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 Lock-Up Securities, (v) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Common Stock meaning of Section 16 of the Exchange Act or Class B Common Stock(vi) file with the Commission a registration statement under the Act relating to Lock-Up Securities, whether or publicly disclose the intention to take any such transaction described in clause 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 date hereof and described in the General Disclosure Package and the Final Prospectus, (B) above is to be settled by delivery issuances of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except Lock-Up Securities pursuant to the Underwriters pursuant to exercise, conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement and 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 (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, (iiC) issuances of Lock-Up Securities, which in the aggregate shall not exceed 5% of the outstanding shares of Common Stock upon the exercise Securities as of options or other awards granted under any Company Stock Planthe date of this Agreement, (iii) the issuance of securities as consideration in connection with mergerscollaborations, acquisitions, joint ventures, licensing arrangements acquisitions or any other similar non-capital raising transactionsstrategic transactions approved by a majority of the disinterested directors of the Company, provided that (x) any such issuance shall only be to a person or entity (or to the equityholders of such entity) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company or any of the Subsidiaries 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 shall be restricted from sale during primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (y) the recipient of any such Lock-Up Period, (iv) Securities shall agree in writing to be bound by the issuance terms 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 exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Periodthis Section 6.2(a).

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to offer or 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 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 Common Stock or Class B file with the Commission a registration statement under the Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any such filing (other than filings on Form S-8 relating to the Company’s equity incentive plans existing on the date hereof), (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, otherwise except to the Underwriters pursuant to this Agreement and (i) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under any the Company Stock Plan Plans that is are in effect as of or prior to the First Closing Datedate hereof, (ii) issuances of shares of Common Stock upon the exercise exercise, vesting or settlement of options or restricted stock units or other awards granted under any outstanding as of the date hereof (including for this purpose shares of Common Stock withheld by the Company Stock Planfor the purpose of paying on behalf of the holder thereof the exercise price of stock options or for paying taxes due as a result of such exercise, vesting or settlement), (iii) issuances of any shares of Common Stock related to the issuance filing by the Company of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements any registration statement on Form S-8 or a successor form thereto relating to shares of Common Stock granted under any other similar non-capital raising transactions, provided that such securities shall be restricted from sale during the Lock-Up Periodequity compensation plan or employee stock purchase plan, (iv) the issuance issuances of any shares of Common Stock issuable upon conversion of that certain outstanding convertible note, dated as of May 27, 2014, issued by 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 Company to Ligand Pharmaceuticals Incorporated; or (v) the filing of one or more registration statements on Form S-8. The Company agrees not to accelerate the vesting issuances of any option or warrant or shares of Common Stock upon the exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration warrants outstanding as of the Lock-Up Perioddate hereof.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B 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 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 DateAgreement, (ii) issuances to directors, officers, employees and consultants of shares of Common Stock upon the exercise of options Company pursuant to employee benefit plans, equity incentive plans or other awards granted under any Company Stock Plan, (iii) employee compensation plans existing on 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 date hereof and as described in the Prospectus, provided (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, or (v) to one or more non-financial investors in connection with an equity investment in the Company, so long as such issuances and sales occur no earlier than 45 days after the date of this Agreement; provided, however, that in the case of clauses (iv) and (v) any recipient of such Common Stock shall securities agrees to be restricted from sale during 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 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 exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesUnderwriter, from the date of execution of this Agreement and continuing to and including the date that is 180 45 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to except, in each case, for (x) the Underwriters pursuant to sale of the Securities as contemplated by this Agreement 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 DateAgreement, (iiy) issuances of shares of Common Stock upon the exercise or conversion of options options, warrants or other awards granted under any Company Stock Planconvertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (iiiz) 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 employee stock options not exercisable during the Lock-Up Period, (iv) the issuance of shares of Common Stock issuable upon the exchange of shares of Period pursuant to the Company’s Class B Common Stock stock option, stock bonus and other stock plans or arrangements, as described in effect on the date hereof in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (v) the filing ordinary course of one or more registration statements on Form S-8business consistent with past practices. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 the Underwriter 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 Underwriter 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. The Company will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co. and RBC Capital Markets, LLC, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), or any securities that are convertible into or exercisable exchangeable for, or exchangeable for that represent the right to receive, Common Stock or Class B Common Stockany such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stockany such other securities, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except other than (1) the Securities to be sold hereunder, (2) the Underwriters pursuant to this Agreement and (i) grants issuance of options, shares of Common Stock and the granting of stock options, restricted stock units or other equity awards pursuant to purchase employee stock option plans or receive shares other equity compensation plans existing on the date of Common Stock under any Company Stock Plan that is this Agreement and described in effect as the Registration Statement, the Time of or prior to Sale Disclosure Package and the First Closing DateProspectus, (ii3) issuances the issuance of shares of Common Stock upon pursuant to any contingent consideration arrangement disclosed in the exercise Registration Statement, the Time of options or other awards granted under any Company Stock PlanSale Disclosure Package and the Prospectus, (iii4) facilitating the issuance establishment of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar nona trading plan pursuant to Rule 10b5-capital raising transactions1 under the Exchange Act for the transfer of shares of Common Stock, provided that such securities plan shall not provide for the transfer of Common Stock 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 include a statement to the effect that no transfer of Common Stock may be restricted from sale made under such plan 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 (v5) the filing of one or more registration statements on Form S-8S-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 A hereto. The Company agrees not to accelerate the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior Notwithstanding anything to the expiration of contrary contained in this paragraph, the Lock-Up PeriodCompany 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. The For a period commencing on the date hereof and ending on, and including, the 90th day after the date of this Agreement (the “Lock-Up Period”), the Company will notagrees not to, and not to publicly disclose an intention to, directly or indirectly, without the prior written consent of the Representatives, 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”), (A1) offer, pledge, announce the intention to selloffer for sale, 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 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, directly or indirectly, ) 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 exchangeable for shares of 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 Common Stock or Class B shares of Common Stock, or (B2) 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 Common Stock or Class B such shares of Common Stock, whether any such transaction described in clause (A1) or (B2) above is to be settled by delivery of Common Stock, Class B 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 registration under the Securities Act for the offer and (i) grants sale by the Company of options, any shares of Common Stock and other awards to purchase or receive securities convertible, exercisable or exchangeable into shares of Common Stock under 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 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 of shares of Common Stock, restricted stock units, options to purchase shares of Common Stock Plan that is or units pursuant to employee benefit plans, qualified stock option plans or other director or employee compensation plans in effect as on the date of this Agreement and disclosed in the Registration Statement or prior the Prospectus or pursuant to the First Closing Datecurrently outstanding restricted stock units, options, warrants or rights or (iiC) issuances of shares of Common Stock upon the exercise or settlement of options or other awards granted restricted stock units pursuant to any plans or arrangements described in clause (B). The Company agrees to cause each Selling Stockholder and each officer (as defined in Rule 16a-1(f) under any the Exchange Act) and director of the Company Stock Planhereto to furnish to the Underwriters, prior to the Closing Date, an executed lock-up agreement substantially in the form of Exhibit A hereto (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) Agreement”). The Company will enforce the issuance terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the shares of Common Stock issuable upon with respect to any transaction or contemplated transaction that would constitute a breach of or default under 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 applicable Lock-Up Period, and Agreement. In furtherance of clause (v12) 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 exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up PeriodAgreements (other than the Lock-Up Agreements with Mx. Xxxxxxx Xxxxxxx or Mx. Xxxxx Xxxxxx), the Company agrees to take all appropriate measures to ensure that no more than 50,000 shares of Common Stock, in the aggregate across all shares of Common Stock subject to the Lock-Up Agreements, are sold pursuant to such clause (12).

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co., 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”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except (1) to the Underwriters pursuant to this Agreement Agreement, (2) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof and described in the Prospectus (i) grants including, without limitation, the automatic conversion of options, the shares of Common Stock Series D preferred stock, $0.0001 par value, upon closing of the offering of the Securities), (3) pursuant to benefit plans (including, for the avoidance of doubt, the Valeritas, Inc. Amended and other awards to purchase or receive shares of Common Stock under any Company Stock Restated 2008 Equity Compensation Plan that is and the Valeritas, Inc. 2014 Incentive Compensation Plan) in effect existence as of or prior to the First Closing Datedate of hereof and described in the Prospectus, (ii4) issuances the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer of shares of Common Stock upon during the exercise 180-day restricted period and the establishment of options such plan does not require or otherwise result in any public filing or other awards granted under any Company Stock Planpublic announcement of such plan during the 180-day restricted period, or (iii5) the issuance of securities in connection with mergersup to 5.0% of the outstanding Common Stock (measured as of the date hereof, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, provided that such securities shall be restricted from sale during after giving effect to the Lock-Up Period, (iv) automatic conversion of the issuance of shares of Common Stock issuable Series D preferred stock upon the exchange of shares closing of the Company’s Class B Common Stock offering of the Securities as described in the Prospectus) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that that, in the case of clause (5), any recipient of such Common Stock shall be restricted from sale during the Lock-Up Period, execute 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 exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior deliver to the expiration Representatives a lock-up letter substantially in the form of the Lock-Up PeriodExhibit A hereto.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesPxxxx Xxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 shares of Common Stock or Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), Ordinary Share or any securities convertible into or exercisable or exchangeable for Common Stock or Class B Common Stock, Ordinary Shares or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common StockOrdinary Shares, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement 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-8Agreement. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 Pxxxx 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, 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. The Company will not, without the prior written consent of the RepresentativesRepresentative, 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”), ) (Ai) 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 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 Common Stock or Class B Common Stock, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement and Agreement. The restrictions contained in the preceding paragraph shall not apply to (i) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under any the issuance by the 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 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 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 exercise thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the Company’s Class B Common Stock as Company described in the Time of Sale Disclosure Package and the Prospectus; provided that, provided prior to the grant of any such stock options or other stock based awards pursuant to this clause (ii) that such Common Stock shall be restricted from sale during 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 (viii) the filing of one or more a registration statements 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 exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesPxxxx Xxxxxxx & Co. and Cxxxx and Company, LLC, 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”), (A) 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 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 Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), or any securities that are convertible into or exercisable or exchangeable for for, or that represent the right to receive, Common Stock or Class B Common Stockany such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stockany such other securities, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except provided that the foregoing restrictions will not apply to the Underwriters pursuant to this Agreement and (i) grants of options, shares of Common Stock and other awards the Securities 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, be sold hereunder; (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 and the exchange granting of shares 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 date of the Company’s Class B Common Stock as this Agreement and described in the Registration Statement, Time of Sale Prospectus and the Prospectus, provided that the recipients of any such shares of Common Stock or 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 (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 in connection with the closing of the offering of the Securities, (2) to holders of the Company’s Series A convertible preferred stock and 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, 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, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be restricted from sale made under such plan during the Lock-Up Period, and ; (v) the filing of one or more a registration statements statement on Form S-8. The Company agrees not to accelerate the vesting of S-8 or any option or warrant or exercise any repurchase or expiry right in successor form thereto with respect of any option, warrant or convertible promissory note prior to the expiration registration of securities to be offered under any equity incentive plan, non-employee director compensation plan or other equity compensation plan of the LockCompany described in in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or any such plan assumed under the circumstances contemplated by the following clause (vi)(1); and (vi) 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 in connection with (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 any such acquisition, (2) joint ventures, (3) commercial relationships or (4) other strategic transactions, provided that (x) the aggregate number of shares of Common Stock, or securities convertible into or exercisable or exchangeable for, Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (vi) shall not exceed 7.5% of the total number of shares of Common Stock outstanding as of the Closing Date immediately following the issuance and sale of the Shares pursuant to this Agreement, and (y) each recipient of Common Stock, or securities convertible into or exercisable or exchangeable for, Common Stock pursuant to this clause (vi) shall execute a lock-Up Periodup agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. The During the period commencing on the date of this Subscription Agreement and ending on the date that is thirty (30) days after the effective date of any registration statement to be filed pursuant to the Registration Rights Agreement, the Company will not, without the prior written consent of the Representatives, 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”)Placement Agent, (Ai) 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 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(collectively, “Lock-Up Securities”), or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common StockLock-Up Securities, whether any such swap or transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securitiesLock-Up Securities, in cash or otherwise. The restrictions set forth in this Section 6 shall not apply to (A) the Shares and Warrants to be sold hereunder, except (B) the registration and sale of the Shares in accordance with the terms of the Registration Rights Agreement, (C) upon the exercise of the Warrant, (D) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or granted by the Closing, (E) any shares of Common Stock issued or options, restricted stock or other stock-based awards to the Underwriters purchase Common Stock pursuant to this Agreement existing incentive plans or employee stock purchase plans, and (iF) grants of optionsthe issuance or sale of, or entry into an agreement to issue or sell, 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 acquisitions or any other similar non-capital raising transactionsstrategic transactions approved by a majority of the disinterested directors of the Company, provided that any such securities issuance shall only be restricted from sale during to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the Lock-Up Period, (iv) the issuance of shares of Common Stock issuable upon the exchange of shares business of the Company’s Class B Common Stock as described Company and in which 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 exercise any repurchase or expiry right receives benefits in respect of any option, warrant or convertible promissory note prior addition to the expiration investment of funds, but shall not include a transaction in which the Lock-Up PeriodCompany is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) 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 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 Common Stock or Class B Common Stock, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except (A) to the Underwriters pursuant to this Agreement 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 DateAgreement, (iiB) issuances the issuance by the Company of shares of Common Stock upon the exercise of any stock options or other awards granted under warrants, or upon the conversion of any Company Stock Planshares 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; (iiiC) 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 connection effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (D) the filing of a registration statement on Form S-8 with mergersrespect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, acquisitions, joint ventures, licensing arrangements the Time of Sale Disclosure Package and the Prospectus; or any other similar non-capital raising transactions, provided that such securities shall be restricted from (E) the sale during the Lock-Up Period, (iv) or issuance of or entry into an agreement providing for the issuance of shares of Common Stock issuable upon Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the exchange 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 the Company’s Class B Common Stock as described in that the Prospectus, provided that such Company may sell or issue or agree to sell or issue pursuant to this clause (E) 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 be restricted from sale during the cause each recipient of such shares or other securities to execute and deliver to you, on or prior to such issuance, a Lock-Up Period, Agreement and (v) issue stop order restrictions to its transfer agent and registrar for the filing Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of one or more registration statements on Form S-8. The Company agrees not to accelerate default under the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the applicable Lock-Up PeriodAgreement.

Company Lock-Up. The Company will not, without During the prior written consent of the Representatives, period beginning from the date of execution of this Agreement hereof and continuing to and including the date that is 180 days after earlier of (a) the date of the Prospectus 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”), (A) 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, any shares of Common Stock or Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), Shares or any securities that are convertible into or exercisable or exchangeable for Common Stock or Class B Common Stockfor, or (B) enter into that represent the right to receive, Common Shares or any swap or other agreement such substantially similar securities; provided, however, that transfersthe Company may, in whole or in part, any without the consent of the economic consequences of ownership of Purchasers, (i) effect the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters transactions contemplated pursuant to this Agreement 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, Second Securities Purchase Agreement; (ii) issuances of shares of issue the SWK Warrant and the Common Stock Shares issuable upon the 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 stock option, stock unit agreement, stock bonus, employee stock purchase or other awards granted under any Company Stock Planstock plan or arrangement described in the SEC Reports; (iv) issue Common Shares pursuant to the conversion or exchange of convertible or exchangeable securities outstanding as of the 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 SEC Reports; (iiivi) the issuance of securities issue Common Shares in connection with mergersany joint venture, acquisitionscommercial or collaborative relationship or the acquisition or license by the Company of the securities, joint venturesbusinesses, licensing arrangements property or other assets of another Person or entity which do not principally involve capital raising; provided, however, that in the case of clause (vi), 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 other similar nonstockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-capital raising transactions1 under the Exchange Act for the transfer of Common Shares, provided that such securities shall be restricted from sale plan does not provide for the transfer of Common Shares 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-Lock Up Period, and (v) the filing establishment of one such plan does not require or more registration statements on Form S-8. The Company agrees not otherwise result in any public filings or other public announcement of such plan during such Lock Up Period and such plan is otherwise permitted to accelerate be implemented during the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior Lock Up Period pursuant to the expiration terms of the Lock-Lock Up PeriodAgreement between such Person and the Purchasers, if any.

Company Lock-Up. The Subject to the exceptions set forth in Section 2 of the Engagement Letter dated November 16, 2016, the Company will not, without the prior written consent of the RepresentativesUnderwriter, from the date of execution of this Agreement and continuing to and including the date that is 180 ninety (90) days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to except, in each case, for (v) the Underwriters pursuant to sale of the Securities as contemplated by this Agreement 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 DateAgreement, (iiw) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities disclosed or vesting of restricted stock units as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (x) the sale of Common Stock to cover the exercise price of stock options or other awards granted under any Company Stock Plantax liability in connection with the exercise of stock vesting or settlement of stock options, restricted stock or restricted stock units, and (iiiy) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements employee stock options or any other similar nonequity-capital raising transactions, provided that such securities shall be restricted from sale based awards not exercisable during the Lock-Up Period, (iv) the issuance of shares of Common Stock issuable upon the exchange of shares of Period pursuant to the Company’s Class B Common Stock stock option, stock bonus and other stock plans or arrangements, as described in effect on the date hereof in the Prospectusordinary course of business consistent with past practices. Without limiting the generality of the foregoing, provided that such Common Stock shall be restricted from sale during the Lock-Up PeriodPeriod shall extend until the 180th day after the date of the Prospectus with respect to any transactions with Lincoln Park Capital Fund, and (v) the filing of one LLC or more registration statements on Form S-8. The Company agrees not to accelerate the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any optionits affiliates, warrant or convertible promissory note prior whether pursuant to the expiration of the Lock-Up PeriodPurchase Agreement entered into on September 22, 2016, or otherwise.

Company Lock-Up. The Company will not, without the your prior written consent of the Representativesconsent, 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”), (A) 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 shares of Common Stock Ordinary Shares or Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), ADSs or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or Class B Common Stock, ADSs or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock Ordinary Shares or Class B Common StockADSs, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common StockOrdinary Shares, Class B Common Stock ADSs or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement Agreement, except, in each case, for (x) the registration of the offer and (i) grants sale 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 the Shares as of or prior to the First Closing Datecontemplated by this Agreement, (iiy) issuances of shares of Common Stock Ordinary Shares upon the exercise of options or other awards granted under any Company Stock Planwarrants disclosed as outstanding in the Registration Statement, each Preliminary Prospectus and the Prospectus, and (iiiz) the issuance of securities employee stock options not exercisable during the Lock-Up Period pursuant to stock option plans described in connection with mergersthe Registration Statement, acquisitionseach Preliminary Prospectus and the Prospectus; provided, joint ventureshowever, licensing arrangements or any other similar non-capital raising transactions, provided that such securities shall be restricted from sale during if prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (iv16) day period beginning on the issuance last day 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 PeriodPeriod and the Company is no longer an “emerging growth company”, and then the restrictions imposed by this Section shall continue to apply until the expiration of the date that is fifteen (v15) calendar days plus three (3) business days after the filing date on which the issuance of one or more registration statements on Form S-8the earnings release. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up PeriodPeriod without your consent.

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B 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 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 DateAgreement, (ii) issuances the issuance by the Company of shares of Common Stock upon the exercise of options an option or warrant or the settlement of any other stock-based awards granted under any Company Stock Planoutstanding on the date hereof which is described in the Time of Sale Disclosure Package and the Prospectus, (iii) the issuance grant by the Company of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements stock options or any other similar nonstock-capital raising transactions, provided that such securities shall be restricted from sale during the Lock-Up Period, based awards (iv) or the issuance of shares of Common Stock issuable upon the exchange of shares exercise thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the Company’s Class B Common Stock as Company described in the Time of Sale Disclosure Package and the Prospectus; provided that, provided prior to the grant of any such stock options or other stock-based awards pursuant to this clause (iii) that such Common Stock shall be restricted from sale during 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 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 one or more a registration statements statement on Form S-8. The Company agrees not to accelerate the vesting of any option or warrant or exercise any repurchase or expiry right in S-8 with respect of any option, warrant or convertible promissory note prior to the expiration registration of securities to be offered under any employee benefit or equity incentive plans of the Lock-Up PeriodCompany described in the Time of Sale Disclosure Package and the Prospectus to the Company’s employees.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesXxxxx-Xxxxxx Capital Group LLC, from the date of execution of this Agreement and continuing to and including the date that is 180 60 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement Agreement, provided, however, that the Company may issue and (i) grants of options, shares of sell Common Stock and other awards or stock options pursuant to purchase any employee stock option plan, stock ownership plan or receive shares dividend reinvestment plan of Common Stock under any the Company Stock Plan that is in effect as of or prior to on the First Closing Date, (ii) issuances of shares of Common Stock upon date hereof and 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 may issue Common Stock issuable upon the exchange conversion of shares securities or the exercise of warrants outstanding on 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-8date hereof. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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-Xxxxxx Capital Group LLC 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, 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. The Company will not, without the prior written consent of the RepresentativesXxxxx-Xxxxxx Capital Group LLC, from the date of execution of this Agreement and continuing to and including the date that is 180 30 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters Underwriter pursuant to this Agreement and (i) grants of optionsAgreement, shares of Common Stock and other awards pursuant 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 2008 Equity Incentive Plan, the Company’s 1998 Stock Option Plan, or the Company’s Amended and Restated 1992 Stock Option Plan as described in effect on the Prospectus, provided that such Common Stock shall be restricted from sale during date hereof or pursuant to warrants to purchase capital stock outstanding as of the Lock-Up Period, and (v) the filing of one or more registration statements on Form S-8date hereof. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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-Xxxxxx Capital Group LLC 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 Underwriter, 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. The Company will not, without the prior written consent of the RepresentativesUnderwriter, from the date of execution of this Agreement and continuing to and including the date that is 180 ninety (90) days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to except, in each case, for (w) the Underwriters pursuant to sale of the Securities as contemplated by this Agreement 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 DateAgreement, (iix) issuances of shares of Common Stock on or after the forty-sixth (46th) day of the Lock-Up Period as consideration in connection with the Company’s acquisition of the businesses, assets or securities of one or more other companies, in an aggregate amount not to exceed five percent (5%) of the number of shares of Common Stock outstanding after giving effect to the offering and sale of the Securities, (y) issuances of shares of Common Stock pursuant to the Company’s equity incentive plans in the ordinary course of business, upon the vesting of restricted stock, exercise or conversion of options options, warrants or other awards granted under any Company Stock Planconvertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (iiiz) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements employee or any other similar non-capital raising transactions, provided that such securities shall be restricted from sale director equity awards not exercisable or vesting during the Lock-Up Period, (iv) the issuance of shares of Common Stock issuable upon the exchange of shares of Period pursuant to the Company’s Class B Common Stock stock option, stock bonus and other stock plans or arrangements, as described in effect on the date hereof in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (v) the filing ordinary course of one or more registration statements on Form S-8business consistent with past practices. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 the Underwriter 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 Underwriter 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. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date that is 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) 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 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 Common Stock or Class B Common Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Class B Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement and (ix) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under any the Company Stock Plan Plans that is are in effect as of or prior to the First Closing Datedate hereof, (iiy) issuances of shares of Common Stock upon the exercise of options or other awards granted under any such Company Stock Plan, Plans as of the date hereof pursuant to the terms thereof as of such date or (iiiz) 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 issuances of shares of Common Stock issuable upon the exchange to holders of shares existing warrants of the Company’s Class B Common Stock as described in Company pursuant to 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-8exercise thereof. The Company agrees not to accelerate the vesting of any option or warrant or exercise the lapse of any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period. If (1) 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 you 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 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.