Common use of Company Lock-Up Clause in Contracts

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 months from the date on which the trading of the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten Shares, (B) any Ordinary Shares previously issued under incentive plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (C) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (C) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), and (C) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company and each of its subsidiaries or their respective successors will not, without the prior written consent of the UnderwriterRepresentative, from the date of execution of this Agreement and continuing for a period of 12 three months from the date on which the trading of the Ordinary Shares on a Senior Exchange commences Effective Date (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter Representative pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i3(n)(i) hereof shall not apply to: (A) the Underwritten SharesOffered Securities, (B) any Ordinary Shares previously issued under incentive plans as Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement and Statement, the Disclosure Package or the Prospectus, (C) any options and other awards granted under an incentive plan a Company Stock Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and Statement, the Disclosure Package or the Prospectus, and (CD) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares Offered Securities pursuant to this Agreement hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses clause (B), and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 months from the date on which the trading of the Ordinary Shares on a Senior Exchange Nasdaq commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten SharesSecurities, (B) any Ordinary Shares securities previously issued under Company incentive plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an a Company incentive plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (CD) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares Securities pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 months from the date on which the trading of the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten SharesSecurities, (B) any Ordinary Shares previously security issued or proposed to be issued under incentive plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan or Ordinary Shares issued pursuant to an employee stock purchase plan, (which issuances under such plan shall be no more than 10% of the Company’s current issued and outstanding shares) in each case, as described in the Registration Statement and the ProspectusOffering Materials, and (C) capital stock issued or registered pursuant to acquisitions or strategic transactions, not primarily for the purposes of raising capital, and approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person or company or an owner of an asset in a business synergistic with the business of the Company and (D) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (C) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement Securities and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 months from the date on which the trading of the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten SharesSecurities, (B) any Ordinary Shares securities previously issued under Company incentive plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an a Company incentive plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (CD) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares Securities pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the UnderwriterRepresentative, from the date of execution of this Agreement and continuing for a period of 12 months 180 days from the date on which the trading of the Ordinary Common Shares on a Senior Exchange the Nasdaq commences (the “Lock-Up Period”), ): (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Common Shares or any securities convertible into or exercisable or exchangeable for Ordinary SharesShare Equivalents, 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 Ordinary Common Shares or any such other securitiesOrdinary Share Equivalents, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Common Shares or such other securitiesany Ordinary Share Equivalents, in cash or otherwise, except to the Underwriter Underwriters pursuant to this Agreement. The Representative agrees its consent shall not be unreasonably withheld. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten SharesOffered Securities, (B) any Ordinary Common Shares previously issued under incentive plans Company Incentive Plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan a Company Incentive Plan or Ordinary Common Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (CD) Ordinary Common Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Common Shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Common Shares immediately following the issuance and sale of the Underwritten Shares Offered Securities pursuant to this Agreement and (y) the recipient of any such Ordinary Common Shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the UnderwriterRepresentative, from the date of execution of this Agreement and continuing for a period of 12 twelve (12) months from the date on which the trading commencement of the Ordinary Shares on a Senior Exchange commences sale of the public securities in the offering (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option (other than share options to be issued pursuant to employment share option scheme (the “ESOP”)), which shall not result in a more than 20% increase in the post-Offering total issued and outstanding shares as described in the Pricing Prospectus and such share options shall not vest for at least 180 days from after the commencement of sale of the Offered Securities in the Offering) or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i3(n)(i) hereof shall not apply to: (A) the Underwritten SharesOffered Securities, (B) any Ordinary Shares previously issued under incentive plans as described as outstanding in the Registration Statement and the ProspectusUnderlying Shares, (C) any options and other awards granted under an incentive plan or Ordinary Shares issued pursuant to an employee stock the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Closing Date and described in the Registration Statement, the Disclosure Package or the Prospectus, (D) Ordinary Shares or options to purchase Ordinary Shares or other Ordinary Shares based award issued or granted pursuant to the Company’s share incentive plans, share purchase plan, share ownership plan or dividend reinvestment plan in each case, effect at the Closing Date andor as described in the Registration Statement and Statement, the Disclosure Package or the Prospectus, and (CE) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (CE) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares Offered Securities pursuant to this Agreement hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses clause (B), and (CE) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 6 months from the date on which the trading of the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten SharesSecurities, (B) any Ordinary Shares securities previously issued under Company incentive plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an a Company incentive plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (CD) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares Securities pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 months 180 days from the date on which the trading of the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten SharesSecurities, (B) any Ordinary Shares securities previously issued under Company incentive plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an a Company incentive plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (CD) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares Securities pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the UnderwriterRepresentative, from the date of execution of this Agreement and continuing for a period of 12 months from the date on which the trading of the Ordinary Shares on a Senior Exchange the Nasdaq commences (the “Lock-Up Period”), ): (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or Ordinary Share Equivalents, or modify the terms of any securities convertible into or exercisable or exchangeable for Ordinary Sharesexisting securities, 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 Ordinary Shares or any such other securitiesOrdinary Share Equivalents, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securitiesany Ordinary Share Equivalents, in cash or otherwise, except to the Underwriter Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten SharesOffered Securities, (B) any Ordinary Shares previously issued under incentive plans Company Incentive Plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan a Company Incentive Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (CD) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares Offered Securities pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 months one hundred and eighty (180) days from the date on which the trading of the Ordinary Shares on a Senior the NASDAQ Stock Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Sharesshares, 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 Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten Shares, (B) any Ordinary Shares previously ordinary shares issued under Company’s equity incentive plans as or warrants issued by the Company, in each case, described as outstanding in the Registration Statement and the ProspectusOffering Materials, (C) any options and other awards granted under an incentive plan a Company Stock Plan or Ordinary Shares ordinary shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the ProspectusOffering Materials, and (CD) Ordinary Shares ordinary shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares ordinary shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares ordinary shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement hereto and (y) the recipient of any such Ordinary Shares ordinary shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 6 months from the date on which the trading of the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten Shares, (B) any Ordinary Shares previously issued under incentive plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (CD) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses clause (B), and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the UnderwriterRepresentative, from the date of execution of this Agreement and continuing for a period of 12 months from the date on which the trading of the Ordinary Shares on a Senior Exchange the Nasdaq commences (the “Lock-Up Period”), ): (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or Ordinary Share Equivalents, or modify the terms of any securities convertible into or exercisable or exchangeable for Ordinary Sharesexisting securities, 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 Ordinary Shares or any such other securitiesOrdinary Share Equivalents, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securitiesany Ordinary Share Equivalents, in cash or otherwise, except to the Underwriter Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten SharesOffered Securities, (B) any Ordinary Shares previously issued under incentive plans Company Incentive Plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan a Company Incentive Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (CD) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares Offered Securities pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the UnderwriterRepresentative, from the date of execution of this Agreement and continuing for a period of 12 months from the date on which the trading of the Ordinary Common Shares on a Senior Exchange the Nasdaq commences (the “Lock-Up Period”), ): (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Common Shares or Ordinary Share Equivalents, or modify the terms of any securities convertible into or exercisable or exchangeable for Ordinary Sharesexisting securities, 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 Ordinary Common Shares or any such other securitiesOrdinary Share Equivalents, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Common Shares or such other securitiesany Ordinary Share Equivalents, in cash or otherwise, except to the Underwriter Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten SharesOffered Securities, (B) any Ordinary Common Shares previously issued under incentive plans Company Incentive Plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan a Company Incentive Plan or Ordinary Common Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (CD) Ordinary Common Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Common Shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Common Shares immediately following the issuance and sale of the Underwritten Shares Offered Securities pursuant to this Agreement and (y) the recipient of any such Ordinary Common Shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 months from the date on which the trading of the Ordinary Shares Securities on a Senior the NASDAQ Stock Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Sharesshares, 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 Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten Shares, (B) any Ordinary Shares previously ordinary shares issued under incentive plans as Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement and the ProspectusOffering Materials, (C) any options and other awards granted under an incentive plan a Company Stock Plan or Ordinary Shares ordinary shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the ProspectusOffering Materials, and (CD) Ordinary Shares ordinary shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares ordinary shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares ordinary shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement hereto and (y) the recipient of any such Ordinary Shares ordinary shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 six months from the date on which the trading of the Ordinary Shares Securities on a Senior the NASDAQ Stock Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Sharesshares, 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 Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten Shares, (B) any Ordinary Shares previously ordinary shares issued under incentive plans as Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement and the ProspectusOffering Materials, (C) any options and other awards granted under an incentive plan a Company Stock Plan or Ordinary Shares ordinary shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the ProspectusOffering Materials, and (CD) Ordinary Shares ordinary shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares ordinary shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares ordinary shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement hereto and (y) the recipient of any such Ordinary Shares ordinary shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the UnderwriterRepresentative, from the date of execution of this Agreement and continuing for a period of 12 months from to and including the date on which that is 180 days after the trading date of the Ordinary Shares on a Senior Exchange commences Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating toany ADSs, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares, Shares or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the ADSs or Ordinary Shares or any such other securitiessecurities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of ADSs, Ordinary Shares or such other securities, in cash or otherwise, except other than (i) to the Underwriter Underwriters pursuant to this Agreement, (ii) the issuance of any ADSs or Ordinary Shares of the Company upon the exercise of options or vesting of awards granted under employee benefit plans described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (iii) the issuance of any ADSs or Ordinary Shares of the Company pursuant to the exercise of warrants outstanding on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (iv) the grant by the Company of awards under the Company’s employee benefits plans described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and (v) the filing of a registration statement on Form S-8 (or equivalent forms) in connection with an employee benefits plan, (vi) in connection with any credit facility to be provided by Mizrahi Tefahot Bank; (vii) in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; and (viii) in connection with any merger, joint venture, strategic alliance, commercial or other collaborative transaction; provided that, in the case of immediately preceding clauses (vi), (vii) and (viii), the aggregate number of Ordinary Shares issued or underlying such securities issued in connection with all such acquisitions and other transactions does not exceed 5% of the number of Ordinary Shares outstanding on a fully diluted basis after giving effect to the consummation of the offering pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten Shares, (B) any Ordinary Shares previously issued under incentive plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (C) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (C) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), and (C) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 months from the date on which the trading of the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten SharesSecurities, (B) any Ordinary Shares previously security issued or proposed to be issued under incentive plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in (which shall be no more than 10% of the Company’s current issued and outstanding shares)in each case, as described in the Registration Statement and the ProspectusOffering Materials, and (C) capital stock issued or registered pursuant to acquisitions or strategic transactions, not primarily for the purposes of raising capital, and approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person or company or an owner of an asset in a business synergistic with the business of the Company and (D) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (C) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement Securities and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 months from the date on which the trading of the Ordinary Shares Securities on a Senior the NASDAQ Stock Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares shares of ordinary shares or any securities convertible into or exercisable or exchangeable for Ordinary Sharesshares, 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 Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten Shares, (B) any Ordinary Shares previously shares of ordinary shares issued under incentive plans as Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement and the ProspectusOffering Materials, (C) any options and other awards granted under an incentive plan a Company Stock Plan or shares of Ordinary Shares shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the ProspectusOffering Materials, and (CD) Ordinary Shares shares of ordinary shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares shares of ordinary shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares shares of ordinary shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement hereto and (y) the recipient of any such Ordinary Shares shares of ordinary shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the UnderwriterRepresentative, from the date of execution of this Agreement and continuing for a period of 12 months from the date on which the trading of the Ordinary Shares on a Senior Exchange the Nasdaq commences (the “Lock-Up Period”), ): (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary SharesShare Equivalents, 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 Ordinary Shares or any such other securitiesOrdinary Share Equivalents, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securitiesany Ordinary Share Equivalents, in cash or otherwise, except to the Underwriter Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten SharesOffered Securities, (B) any Ordinary Shares previously issued under incentive plans Company Incentive Plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan a Company Incentive Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (CD) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares Offered Securities pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company and the Subsidiary will not, without the prior written consent of the UnderwriterXxxxx Xxxxxxx & Co. and Xxxxxx X. Xxxxx & Co. Incorporated, from the date of execution of this Agreement and continuing for a period of 12 months from to and including the date on which 90 days after the trading date of the Ordinary Shares on a Senior Exchange commences Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares Membership Interests or any securities convertible into or exercisable or exchangeable for Ordinary Shares, Class A Common Stock or Membership Interests; (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares Class A Common Stock or any such other securitiesMembership Interests, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of Ordinary Shares Class A 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 Underwriter Underwriters pursuant to this Agreement or (y) in connection with (i) the issuance of any securities by the Company or the Subsidiary upon the exercise or settlement of options disclosed as outstanding in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (ii) the issuance of employee stock options pursuant to stock option plans described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus or (iii) the issuance of Class A Common Stock to holders of membership units of the Subsidiary (“LLC Units”) issued upon the exchange of LLC Units in accordance with the Subsidiary’s Amended and Restated Limited Liability Company Agreement. , provided, that (1) the restrictions set forth herein shall continue to apply to the shares of Class A Common Stock received in such exchange and (2) any filing made pursuant to Section 16 of the Exchange Act in connection with such exchange shall include disclosure substantially as follows: “The shares of Class A Common Stock of The Habit Restaurants, Inc. received as a result of the exchange of membership units of The Habit Restaurants, LLC may not be sold or otherwise transferred, subject to certain exceptions, until the expiration of a lock-up agreement entered into by the undersigned in connection with an offering of securities by The Habit Restaurants, Inc. The Company agrees and the Subsidiary agree not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten Shares, (B) any Ordinary Shares previously issued under incentive plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (C) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (C) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), and (C) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the UnderwriterRepresentative, from the date of execution of this Agreement and continuing for a period of 12 six (6) months from the date on which the trading commencement of the Ordinary Shares Company’s first day of trading on a Senior Exchange commences the Nasdaq Capital Market (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares Share or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i3(n)(i) hereof shall not apply to: (Ai) the Underwritten SharesOffered Securities to be sold hereunder, (Bii) any the issuance by the Company of Ordinary Shares previously issued under incentive plans as described as upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement and Statement, the Disclosure Package or the Prospectus, (Ciii) the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of capital stock of the Company under any options equity compensation plan of the Company and other awards granted under an incentive plan or Ordinary Shares (iv) securities issued pursuant to an employee stock purchase planacquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in each case, as described in Rule 144) and carry no registration rights that require or permit the Registration Statement and the Prospectus, and (C) Ordinary Shares or other securities issued filing of any registration statement in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (C) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), and (C) therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit A heretothe Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 months from the date on which the trading of the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten Shares, (B) any Ordinary Shares previously security issued or proposed to be issued under incentive plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in (which shall be no more than 10% of the Company’s current issued and outstanding shares)in each case, as described in the Registration Statement and the ProspectusOffering Materials, and (C) capital stock issued or registered pursuant to acquisitions or strategic transactions, not primarily for the purposes of raising capital, and approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person or company or an owner of an asset in a business synergistic with the business of the Company and (D) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (C) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the UnderwriterRepresentative, from the date of execution of this Agreement and continuing for a period of 12 months from the date on which the trading of the Ordinary Shares on a Senior Exchange the Nasdaq commences (the “Lock-Up Period”), ): (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary SharesShare Equivalents, 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 Ordinary Shares or any such other securitiesOrdinary Share Equivalents, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securitiesany Ordinary Share Equivalents, in cash or otherwise, except to the Underwriter Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten SharesOffered Securities, (B) any Ordinary Shares previously issued under incentive plans Company Incentive Plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan a Company Incentive Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (CD) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (CD) shall not exceed five percent (5( %) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares Offered Securities pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the UnderwriterRepresentatives, from the date of execution of this Agreement and continuing for a period of 12 months from to and including the date on which that is 90 days after the trading date of the Ordinary Shares on a Senior Exchange commences Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating toany ADSs, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares, Shares or (iiB) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the ADSs or Ordinary Shares or any such other securitiessecurities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of ADSs, Ordinary Shares or such other securities, in cash or otherwise, except other than (i) to the Underwriter Underwriters pursuant to this Agreement, (ii) the issuance of any ADSs or Ordinary Shares of the Company upon the exercise of options or vesting of awards granted under employee benefit plans described in the Registration Statements, the Time of Sale Disclosure Package and the Prospectus, (iii) the issuance of any ADSs or Ordinary Shares of the Company pursuant to the exercise of warrants outstanding on the date hereof and described in the Registration Statements, the Time of Sale Disclosure Package and the Prospectus, (iv) the grant by the Company of awards under the Company’s employee benefits plans described in the Registration Statements, the Time of Sale Disclosure Package and the Prospectus; (v) the filing of a registration statement on Form S-8 (or equivalent forms) in connection with an employee benefits plan, (vi) in connection with any credit facility to be provided by Mizrahi Tefahot Bank; (vii) in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; and (viii) in connection with any merger, joint venture, strategic alliance, commercial or other collaborative transaction; provided that, in the case of immediately preceding clauses (vi), (vii) and (viii), the aggregate number of Ordinary Shares issued or underlying such securities issued in connection with all such acquisitions and other transactions does not exceed 5% of the number of Ordinary Shares outstanding on a fully diluted basis after giving effect to the consummation of the offering pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten Shares, (B) any Ordinary Shares previously issued under incentive plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (C) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (C) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), and (C) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 months from the date on which the trading of the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten SharesSecurities, (B) any Ordinary Shares securities previously issued under Company incentive plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an a Company incentive plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (CD) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares Securities pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A B hereto.

Company Lock-Up. (ia) The Company will not, without the prior written consent of the UnderwriterRepresentative, from the date of execution of this Agreement and continuing for a period of 12 months from one hundred eighty (180) days after the date on which (consummation of the trading offering) the closing of the offering of the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares Share or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (iib) The restrictions contained in Section 4(k)(i3(o)(a)(i) hereof shall not apply to: (Ai) the Underwritten SharesOffered Securities to be sold hereunder, (Bii) any the issuance by the Company of Ordinary Shares previously issued under incentive plans as described as upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement and Statement, the Disclosure Package or the Prospectus, (Ciii) the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of the Company under any options equity compensation plan of the Company and other awards granted under an incentive plan or Ordinary Shares (iv) securities issued pursuant to an employee stock purchase planacquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in each case, as described in Rule 144) and carry no registration rights that require or permit the Registration Statement and the Prospectus, and (C) Ordinary Shares or other securities issued filing of any registration statement in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (C) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), and (C) therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit A heretothe Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 6 months from the date on which the trading of the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten Shares, (B) any Ordinary Shares previously issued under incentive plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (C) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (C) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), and (C) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the UnderwriterUnderwriters, from the date of execution of this Agreement and continuing for a period of 12 months from the date on which the trading of the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten SharesSecurities, (B) any Ordinary Shares previously security issued or proposed to be issued under incentive plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in (which shall be no more than 10% of the Company’s current issued and outstanding shares)in each case, as described in the Registration Statement and the ProspectusOffering Materials, and (C) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (C) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement Securities and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), ) and (C) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 6 months from the date on which the trading of the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten SharesOffered Securities, (B) any Ordinary Shares previously issued under incentive plans as described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an incentive plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (C) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (C) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares Offered Securities pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), and (C) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 months one hundred and eighty (180) days from the date on which the trading of the Ordinary Shares on a Senior the NASDAQ Stock Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Company Underwritten Shares, (B) any Ordinary Shares previously ordinary shares issued under Company’s equity incentive plans as or warrants issued by the Company, in each case, described as outstanding in the Registration Statement and the ProspectusOffering Materials, (C) any options and other awards granted under an incentive plan a Company Stock Plan or Ordinary Shares ordinary shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the ProspectusOffering Materials, and (CD) Ordinary Shares ordinary shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares ordinary shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares ordinary shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement hereto and (y) the recipient of any such Ordinary Shares ordinary shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the UnderwriterRepresentative, from the date of execution of this Agreement and continuing for a period of 12 months from one hundred eighty(180) days after the date on which of the trading closing of the offering of the Ordinary Shares on a Senior Exchange commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares Share or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i3(o)(i) hereof shall not apply to: (Ai) the Underwritten SharesOffered Securities to be sold hereunder, (Bii) any the issuance by the Company of Ordinary Shares previously issued under incentive plans as described as upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement and Statement, the Disclosure Package or the Prospectus, (Ciii) the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of the Company under any options equity compensation plan of the Company and other awards granted under an incentive plan or Ordinary Shares (iv) securities issued pursuant to an employee stock purchase planacquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in each case, as described in Rule 144) and carry no registration rights that require or permit the Registration Statement and the Prospectus, and (C) Ordinary Shares or other securities issued filing of any registration statement in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (C) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), and (C) therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit A heretothe Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Underwriter, from the date of execution of this Agreement and continuing for a period of 12 months one hundred and eighty (180) days from the date on which the trading of the Ordinary Shares on a Senior Exchange the Trading Market commences (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Underwritten Shares, (B) any Ordinary Shares previously ordinary shares issued under the Company’s equity incentive plans as or warrants issued by the Company, in each case, described as outstanding in the Registration Statement and the Prospectus, (C) any options and other awards granted under an equity incentive plan of the Company or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement and the Prospectus, and (CD) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (CD) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (CD) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A Schedule B hereto.