Common use of Company Lock-Up Clause in Contracts

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve months from the commencement of the Company’s first day of trading (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 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 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any Ordinary Shares issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (D) any options and other awards granted under a Company Stock Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) 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 (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve months from one hundred eighty (180) days after the commencement date of first public sale of the Company’s first day of trading Ordinary Shares (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 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 3(n)(i3(o)(i) hereof shall not apply to: (Ai) the Offered SecuritiesSecurities to be sold hereunder, (Bii) the Underlying Shares, (C) any issuance by the Company of Ordinary Shares issued under Company Stock Plans upon the exercise of a stock option or warrants issued by warrant or the Company, in each case, described as conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (Diii) 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 a Company Stock 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, the Disclosure Package or the Prospectus, and (E) 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 (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (E) therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

Company Lock-Up. (ia) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve months from one hundred eighty (180) days after the commencement of sales under the Company’s first day of trading Registration Statement (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 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 3(n)(i3(o)(a)(i) hereof shall not apply to: (Ai) the Offered SecuritiesSecurities to be sold hereunder, (Bii) the Underlying Shares, (C) any issuance by the Company of Ordinary Shares issued under Company Stock Plans upon the exercise of a stock option or warrants issued by warrant or the Company, in each case, described as conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (Diii) 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 a Company Stock 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, the Disclosure Package or the Prospectus, and (E) 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 (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (E) therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing for a period of twelve 12 months from the commencement date on which the trading of the Company’s first day of trading 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, 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 3(n)(i4(k)(i) hereof shall not apply to: (A) the Offered Securities, (B) Ordinary Shares underlying the Underlying SharesUnderwriter’s Warrants, (C) any Ordinary Shares security issued or proposed to be issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (D) any options and other awards granted under a Company Stock Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, (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, the Disclosure Package or the ProspectusOffering Materials, and (ED) 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 (ED) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares ordinary shares or other securities issued or granted pursuant to clause clauses (EC) and (D) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing for a period of twelve 6 months from the commencement of the Company’s first day of trading (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 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 3(n)(i3(o)(i) hereof shall not apply to: (A) the Offered SecuritiesShares, (B) Ordinary Shares underlying the Underlying SharesUnderwriter’s Warrants, (C) any Ordinary Shares issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Disclosure Package or the ProspectusOffering Materials, (D) any options and other awards granted under a Company Stock Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement, the Disclosure Package or the ProspectusOffering Materials, and (E) 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 (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities Underwritten Shares pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause clauses (C), (D) and (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing for a period of twelve six (6) months from the commencement of the Company’s first day of trading 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, 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, or (iii) repurchase any Ordinary Shares. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the issuance of the Offered Securities, (B) the Underlying Shares, (C) any Ordinary Shares issued pursuant to the conversion or exchange of convertible or exchangeable securities or under Company Stock Plans share plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (DC) any options and other awards granted under a Company Stock Plan share plan or Ordinary Shares issued pursuant to an employee stock share purchase plan, in each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (ED) 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 (EC) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (EC) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (ia) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve months from one hundred and eighty (180) days following the commencement date of the Company’s first day of trading this Agreement (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 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 of Common Stock, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares shares of Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares shares of Common Stock 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 3(n)(i3(o)(a)(i) hereof shall not apply to: (Ax) the Offered Securities, Securities to be sold hereunder; (By) the Underlying Shares, (C) any Ordinary Shares issued under Company Stock Plans or warrants issued issuance by the Company, in each case, described as Company of securities upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (D) any options and other awards granted under a Company Stock Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and the Disclosure Package; and (E) 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 (xz) the aggregate number issuance of Ordinary Shares issued shares of common stock pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares Company’s existing or other securities issued future stock option or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretobonus plans.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing for a period of twelve months 180 days from the commencement date on which the trading of the Company’s first day of trading Common Stocks 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, 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 Common Stocks or any securities convertible into or exercisable or exchangeable for Ordinary SharesCommon Stocks, 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 Common Stocks 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 Common Stocks 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 3(n)(i4(k)(i) hereof shall not apply to: (A) the Offered Securities, (B) Common Stocks underlying the Underlying SharesUnderwriter’s Warrants, (C) any Ordinary Shares security issued or proposed to be issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (D) any options and other awards granted under a Company Stock Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, (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, the Disclosure Package or the ProspectusOffering Materials, and (ED) Ordinary Shares Common Stocks 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 Common Stocks issued pursuant to clause (ED) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares Common Stocks immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares common stock or other securities issued or granted pursuant to clause clauses (EC) and (D) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve six (6) months from the commencement of the Company’s first day sale of trading 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 or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Class A Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Class A 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 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) Securities outstanding as of the Underlying Shares, (C) any Ordinary Shares issued under Company Stock Plans or warrants issued by the Company, in each case, Closing Date and described as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (DB) any options and other awards granted under a Company Stock Plan or Class A Ordinary Shares or options to purchase Class A Ordinary Shares or other Class A Ordinary Shares based award issued or granted pursuant to an employee stock the Company’s share incentive plans, share purchase plan, share ownership plan or dividend reinvestment plan in each case, effect at the Closing Date and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (EC) Class A Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Class A Ordinary Shares issued pursuant to clause (EC) shall not exceed five percent (5%) of the total number of outstanding Class A Ordinary Shares immediately following the issuance and sale of the Class A Offered Securities pursuant hereto and (y) the recipient of any such Class A Ordinary Shares or other securities issued or granted pursuant to clause (EC) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. If the Representative, in its sole discretion, agrees to release or waive the restrictions or a lock-up letter described in Section 6(n) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B heretohereto at least three (3) business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two (2) business days before the effective date of the release or waiver.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve six months from the commencement of the Company’s first day of trading (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 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 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any Ordinary Shares issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (D) any options and other awards granted under a Company Stock Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) 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 (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx & Co., from the date of execution of this Agreement and continuing for a period of twelve months from to and including the commencement date 90 days after the date of the Company’s first day of trading 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, 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 Shares, Common 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 Ordinary Shares or any such other securitiesCommon Shares, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of Ordinary Common Shares or such other securities, in cash or otherwise, except to the Underwriter Underwriters pursuant to this Agreement. The restrictions contained in this Section 4(a)(ix) shall not apply to (i) the issuance by the Company agrees not to accelerate of Common Shares upon the vesting exercise of any a stock option or warrant or the lapse conversion of a security outstanding on the date hereof, (ii) grants of options or the issuance of Common Shares by the Company pursuant to equity incentive plans described in the Time of Sale Disclosure Package, (iii) the issuance of options or other equity awards to directors or executive officers of the Company in the ordinary course of business, and (iv) securities of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereof; provided, that in the case of clauses (iii) and (iv) any repurchase right prior recipient (as applicable) agrees to be bound in writing by the expiration restrictions set forth herein for the remainder of the Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any Ordinary Shares issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding Period and in the Registration Statementcase of clause (iv), the Disclosure Package or the Prospectus, (D) any options and other awards granted under a Company Stock Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) 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 aggregate amount 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 (E) such issuances shall not exceed five percent (5%) 10% of the total number of outstanding Ordinary Common Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) Company on the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretodate hereof.

Company Lock-Up. (i) The Each of the Company and any successors of the Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve six (6) months from after the commencement of the Company’s first day of trading Closing (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 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 3(n)(i3(o)(i) hereof shall not apply to: (Ai) the Offered SecuritiesSecurities to be sold hereunder, (Bii) the Underlying Shares, (C) any issuance by the Company of Ordinary Shares issued under Company Stock Plans upon the exercise of a stock option or warrants issued by warrant or the Company, in each case, described as conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (Diii) 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 a Company Stock 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, the Disclosure Package or the Prospectus, and (E) 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 (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (E) therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve months 180 days from the commencement of Effective Date pursuant to the Company’s first day of trading Registration Statement (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 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 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying SharesRepresentative’s Securities, (C) any Ordinary Shares issued under Company Stock Plans pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants issued by the Companyor options, in each case, case outstanding as of the Effective Time and described as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (D) any options and other awards granted under a Company Stock Plan or Ordinary Shares or options to purchase Ordinary Shares or other Ordinary Shares based award issued or granted pursuant to an employee the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in each case, effect at the Effective Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) 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 (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve months 180 days from the commencement of the Company’s first day of trading Applicable Time (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 any option, right or warrant to purchase purchase, lend, enter into any “at-the-market” or continuous equity, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares, Shares of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company other than registration statements on Form S-8 filed with the SEC after the Closing Date; or (iiiii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securitiesof the Company, whether any such transaction described in clause (i) ), (ii), or (iiiii) above is to be settled by delivery of Ordinary Shares or such other securitiessecurities of the Company, 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 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any Ordinary Shares issued under Company Stock Plans a company stock plan or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (D) any options and other awards granted under a Company Stock Plan company stock plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets acquisitions or acquisition of not less than strategic transactions approved by a majority or controlling portion of the equity disinterested directors of another entitythe Company; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B heretohereto for the remaining term of the Lock-Up Period.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing for a period of twelve six (6) months from the commencement of the Company’s first day of trading on 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, 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 issuance 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 3(n)(i) hereof shall not apply to: (Ai) the Offered SecuritiesSecurities to be issued and sold hereunder, (Bii) the Underlying Shares, (C) any issuance by the Company of Ordinary Shares issued under Company Stock Plans upon the exercise of a stock option or warrants issued by warrant or the Company, in each case, described as conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (Diii) 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 a Company Stock 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, the Disclosure Package or the Prospectus, and (E) 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 (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (E) therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve months 180 days from the commencement of the Company’s first day of trading (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 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 of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iiiv) enter into any swap or other agreement arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securitiessecurities of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiv) above is to be settled by delivery of Ordinary Shares or such other securitiessecurities of the Company, 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 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any issuance by the Company of Ordinary Shares issued under Company Stock Plans upon the exercise of an outstanding stock option or warrants issued by warrant or the Companyconversion of a security outstanding on the date hereof, in each case, described describe as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (C) the issuance by the Company of any security under any equity-based compensation plan, incentive plan, stock plan or dividend reinvestment plan adopted and approved by a majority of the disinterested directors of the Company (the “Equity Incentive Plan”), (D) any options and other awards granted under filing a Company Stock Plan or registration statement on Form S-8 in connection with the registration of Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement, the Disclosure Package or the Prospectusissuable under any Equity Incentive Plan, and (E) 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 (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (ia) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve months from one hundred eighty (180) days after the commencement closing of the Company’s first day offering of trading the ADSs (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 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 Common Share or any securities convertible into or exercisable or exchangeable for Ordinary Common 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 Common Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Common 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 3(n)(i3(o)(a)(i) hereof shall not apply to: (Ai) the Offered SecuritiesSecurities to be sold hereunder, (Bii) the Underlying Shares, (C) any Ordinary Shares issued under Company Stock Plans or warrants issued issuance by the Company, in each case, described as Company of Common Shares 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, the Disclosure Package or the Prospectus, (Diii) 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 a Company Stock 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, the Disclosure Package or the Prospectus, and (E) 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 (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (E) therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing for a period of twelve months from 180 days after the commencement date of the Company’s first day closing of trading the offering of the Ordinary Shares (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 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 3(n)(i) hereof shall not apply to: (Ai) the Offered SecuritiesSecurities to be sold hereunder, (Bii) the Underlying Shares, (C) any issuance by the Company of Ordinary Shares issued under Company Stock Plans upon the exercise of a stock option or warrants issued by warrant or the Company, in each case, described as conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (Diii) 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 a Company Stock 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, the Disclosure Package or the Prospectus, and (E) 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 (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (E) therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve six months from the commencement of the Company’s first day of trading (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 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 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any Ordinary Shares issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (DC) any options and other awards granted under a Company Stock Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (ED) 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 (ED) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (ED) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve months 180 days from the commencement of Effective Date pursuant to the Company’s first day of trading Registration Statement (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 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 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying SharesUnderwriter’s Securities, (C) any Ordinary Shares issued under Company Stock Plans pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants issued by the Companyor options, in each case, case outstanding as of the Effective Time and described as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (D) any options and other awards granted under a Company Stock Plan or Ordinary Shares or options to purchase Ordinary Shares or other Ordinary Shares based award issued or granted pursuant to an employee the Company’s stock incentive plans, stock purchase plan, stock ownership plan or dividend reinvestment plan in each case, effect at the Effective Time and as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) 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 (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (i) The Company on behalf of itself and any successor entity agrees that it will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve months from one hundred eighty (180) days following the commencement of the Company’s first day of trading Effective Date (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, or sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any 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 Restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any Ordinary Shares issued under Company Stock Plans any share plans of or warrants issued by the Company, as applicable, and in each case, described as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (DC) any options and other awards granted under a any share plan of the Company Stock Plan or Ordinary Shares issued pursuant to an employee stock share purchase plan, as applicable, and in each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and or (ED) 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 (ED) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (ED) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing for a period of twelve 12 months from the commencement date on which the trading of the Company’s first day of trading 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, 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 3(n)(i4(k)(i) hereof shall not apply to: (A) the Offered SecuritiesUnderwritten Shares, (B) Ordinary Shares underlying the Underlying SharesUnderwriter’s Warrants, (C) any Ordinary Shares security issued or proposed to be issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (D) any options and other awards granted under a Company Stock Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, (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, the Disclosure Package or the ProspectusOffering Materials, and (ED) 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 (ED) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and Underwritten Sharesand (y) the recipient of any such Ordinary Shares ordinary shares or other securities issued or granted pursuant to clause clauses (EC) and (D) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing for a period of twelve 12 months from the commencement date on which the trading of the Company’s first day of trading Ordinary Shares on 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, 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 3(n)(i4(k)(i) hereof shall not apply to: (A) the Offered SecuritiesShares, (B) Ordinary Shares underlying the Underlying SharesUnderwriter’s Warrants, (C) any Ordinary Shares issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Disclosure Package or the ProspectusOffering Materials, (D) any options and other awards granted under a Company Stock Plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement, the Disclosure Package or the ProspectusOffering Materials, and (E) 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 (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities Underwritten Shares pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause clauses (C), (D) and (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company on behalf of itself and any successor entity agrees that it will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve months from one hundred eighty (180) days following the commencement of the Company’s first day of trading Effective Date (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, or sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any 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 Restrictions contained in Section 3(n)(i3(o)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any Ordinary Shares issued under Company Stock Plans any share plans of or warrants issued by the Company, as applicable, and in each case, described as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (DC) any options and other awards granted under a any share plan of the Company Stock Plan or Ordinary Shares issued pursuant to an employee stock share purchase plan, as applicable, and in each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and or (ED) 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 (ED) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (ED) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve months from 180 days after the commencement trading date of the Company’s first day of trading Offered Securities (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 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 Class A Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Class A 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 3(n)(i3(o)(i) hereof shall not apply to: (Ai) the Offered SecuritiesSecurities to be sold hereunder, (Bii) the Underlying Shares, (C) any issuance by the Company of Class A Ordinary Shares issued under Company Stock Plans upon the exercise of a stock option or warrants issued by warrant or the Company, in each case, described as conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (Diii) 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 a Company Stock 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, the Disclosure Package or the Prospectus, and (E) 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 (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (E) therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

Company Lock-Up. (i) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve months from the commencement of the Company’s first day of trading on 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, 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 Common Stock or any securities convertible into or exercisable or exchangeable for Ordinary Sharesshares of Common Stock, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares shares of Common Stock 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 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any Ordinary Shares shares of Common Stock issued under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (DC) any options and other awards granted under a Company Stock Plan or Ordinary Shares shares of Common Stock issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (ED) Ordinary Shares shares of Common Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares shares of Common Stock issued pursuant to clause (ED) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares shares of Common Stock immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares shares of Common Stock or other securities issued or granted pursuant to clause (ED) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Company Lock-Up. (ia) The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing for a period of twelve months from one hundred eighty (180) days after the commencement closing of the Company’s first day of trading Offering (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 any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary SharesShares of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any Ordinary Share of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iiiv) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securitiesof the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiv) above is to be settled by delivery of Ordinary Shares of the Company 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. (iib) The restrictions contained in Section 3(n)(i3(o)(a)(i) hereof shall not apply to: (Ai) the Offered SecuritiesSecurities to be sold hereunder, (Bii) the Underlying Shares, (C) any issuance by the Company of Ordinary Shares issued under Company Stock Plans upon the exercise of a stock option or warrants issued by warrant or the Company, in each case, described as conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (Diii) 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 a Company Stock 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, the Disclosure Package or the Prospectus, and (E) 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 (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (E) therewith during the Lock-Up Period and provided that any such issuance shall enter into only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an agreement substantially operating company or an owner of an asset in a business synergistic with the form business of Exhibit B heretothe Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

Company Lock-Up. (i) The Company will not, without the prior written consent of the RepresentativeRepresentative (such consent not to be unreasonably withheld or delayed), from the date of execution of this Agreement and continuing for a period of twelve months from the commencement of the Company’s first day of trading 180 days after June 14, 2024 (the “Lock-Up Period”), it will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with any shares of capital stock of the Commission a registration statement under the Securities Act relating to, any Ordinary Shares Company or any securities convertible into or exercisable or exchangeable for Ordinary Sharesshares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iiiv) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Ordinary Shares or any such other securitiesCompany, whether any such transaction described in clause (i), (ii), (iii) or (iiiv) above is to be settled by delivery of Ordinary Shares shares of capital stock of the Company 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 3(n)(i4(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) any Ordinary Shares issued under Company Stock Plans pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants issued by the Companyor options, in each case, described as outstanding as of the Applicable Time in the Registration Statement, the Disclosure Package or the Prospectus, (DC) any options and other awards granted under a Company Stock Plan share incentive plan or Ordinary Shares issued pursuant to an employee stock share purchase plan, in each case, as described in the Registration Statement, the Disclosure Package or the Prospectus, and (ED) 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 (ED) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities Offering pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (ED) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B A hereto.