Common use of Company Lock-Up Clause in Contracts

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (1) to the Underwriters pursuant to this Agreement, (2) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof or referred to in the Prospectus, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer of shares of Common Stock during the 90-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted period, or (5) the issuance of 7.5% of the outstanding shares of Common Stock (measured as of the date hereof) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall execute and deliver to the Representatives a lock-up letter substantially to the effect set forth in Exhibit A hereto.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock; or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except ,; or (1C) file any registration statement with the Commission relating to the Underwriters offering of any shares of Common Stock or any securities convertible into or excisable or exchangeable for Common Stock; except, in each case, for (i) the filing by the Company of a registration on Form S-8 or a successor form thereto with respect to Common Stock or other securities pursuant to any stock option, stock bonus or other stock plan or arrangement or the proposal or authorization of any increase in the Company’s authorized capital stock, (ii) the sale of the Securities as contemplated by this Agreement, (2iii) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof or referred to in the Prospectus, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer issuances of shares of Common Stock during upon the 90-day exercise, settlement or conversion of options, restricted period stock units, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted periodProspectus, or (5iv) the issuance of 7.5% of the outstanding shares of Common Stock (measured as of the date hereof) in connection with (A) the acquisition or license of the securitiesemployee stock options, businessrestricted stock units, property, technologies or other assets of another person similar equity awards not exercisable or entity, including settleable during the Lock-Up Period pursuant to an employee benefit plan assumed the Company’s stock option, stock bonus and other stock plans or arrangements, (v) securities issued pursuant to acquisitions or strategic transactions approved by the Company or its subsidiaries Board of Directors, provided that such securities are issued as “restricted securities” (as defined in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (ARule 144) and (B), carry no registration rights that require or permit the filing of a any registration statement with respect thereto; provided thatin connection therewith during the Lock-Up Period, but not including such a transaction in which the case Company is issuing securities primarily for the purpose of clause (5), raising capital. The Company agrees not to accelerate the vesting of any recipient option or other similar equity award or warrant or the lapse of such Common Stock shall execute and deliver any repurchase right prior to the Representatives a lockexpiration of the Lock-up letter substantially to the effect set forth in Exhibit A heretoUp Period.

Company Lock-Up. The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativesUnderwriter, from the date it will not, for a period of execution of this Agreement and continuing to and including the date 90 days three (3) months after the date of the Prospectus this Agreement (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (Biii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Common StockCompany, whether any such transaction described in clause (Ai), (ii) or (Biii) above is to be settled by delivery of Common Stock shares of capital stock of the Company or such other securities, in cash or otherwise, except . The restrictions contained in this section shall not apply to (1i) the Public Securities and the Underwriter’s Warrants and shares underlying the Warrants or the Underwriter’s Warrants to be sold hereunder; (ii) the Underwriters pursuant to this Agreement, (2) issuance by the Company of Ordinary Shares upon the exercise of an outstanding option or warrant, the vesting of restricted stock units warrant or the conversion or exchange of a security outstanding on the date hereof or referred to disclosed in the Prospectus, Registration Statement and the Pricing Disclosure Package; provided that such securities have not been amended (3) pursuant to benefit plans (including, which for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plandoubt would not include any adjustment in accordance with its terms) in existence as of since the date of this Agreement, (4) Agreement to increase the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer of shares of Common Stock during the 90-day restricted period and the establishment number of such plan does not require securities or otherwise result to decrease the exercise price, exchange price or conversion price of such securities (other than in any public filing connection with stock splits or combinations or other public announcement similar corporate events) or to extend the term of such plan during the 90-day restricted period, or securities; (5iii) the issuance of 7.5% Ordinary Shares pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement or the Pricing Disclosure Package and as approved by a majority of the outstanding shares of Common Stock (measured as non-employee members of the date hereofboard of directors; (iv) the sale or issuance by the Company of no more than $10,000,000 of Ordinary Shares and/or any security entitling the holder thereof to acquire Ordinary Shares in connection with a financing other than the Offering; (v) in connection with strategic transactions or to bona fide commercial partners approved by the Board of Directors (Aprovided such transactions are not primarily for the purpose of raising capital) subject to the acquisition or license consent and approval of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries Underwriter which shall not be unreasonably withheld; and (vi) in connection with the Company’s acquisition, joint-venture, licensing or business transaction of assets or services from or to any individuals or entities approved by the Board of Directors (provided such acquisition or (Btransactions are not primarily for the purpose of raising capital) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall execute and deliver subject to the Representatives a lock-up letter substantially consent and approval of the Underwriter which shall not be unreasonably withheld. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effect set forth in Exhibit A heretoexpiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except except, in each case, for (1v) to the Underwriters pursuant to sale of the Securities as contemplated by this Agreement, (2w) issuances of shares of Common Stock upon the exercise or conversion of an option options, warrants or warrantconvertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and the vesting of restricted stock awards or units, and (x) the issuance of employee stock options not exercisable during the Lock-Up Period and the grant, redemption, forfeiture or distribution of restricted stock awards, restricted stock units or shares of Common Stock pursuant to the conversion Company’s stock option, stock bonus and other stock plans or exchange arrangements, in the case of a security outstanding clauses (w) and (x) above, each as in effect on the date hereof or referred in the ordinary course of business consistent with past practices, (y) the filing by the Company of any registration statement on Form S-8 relating to a Company Stock Plan disclosed in the Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, and (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer of shares of Common Stock during the 90-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted period, or (5z) the issuance of 7.5% securities of the outstanding shares of Common Stock (measured as of the date hereof) Company in connection with (A) the acquisition or license of the securitiesa strategic transaction; provided, businesshowever, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, that in the case of clause (5z), any recipient (1) such securities shall not in the aggregate exceed 5% of such the Company’s outstanding shares of Common Stock immediately following the consummation of the offering of the Securities contemplated by this Agreement and (2) the recipients thereof shall execute and deliver provide to the Representatives Representative a locksigned Lock-up letter substantially Up Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effect set forth in Exhibit A heretoexpiration of the Lock-Up Period.

Company Lock-Up. The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representatives, from the date it will not, for a period of execution of this Agreement and continuing to and including the date 90 days three (3) months after the date of the Prospectus this Agreement (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (Biii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Common StockCompany, whether any such transaction described in clause (Ai), (ii) or (Biii) above is to be settled by delivery of Common Stock shares of capital stock of the Company or such other securities, in cash or otherwise, except . The restrictions contained in this section shall not apply to (1i) the Public Securities and the Representatives’ Warrants and shares underlying the Warrants or the the Representatives’ Warrants to be sold hereunder; (ii) the Underwriters pursuant to this Agreement, (2) issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant, the vesting of restricted stock units warrant or the conversion or exchange of a security outstanding on the date hereof or referred to disclosed in the Prospectus, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan Registration Statement and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, Pricing Disclosure Package; and (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer of shares of Common Stock during the 90-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted period, or (5iii) the issuance of 7.5% Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the outstanding shares of Common Stock (measured as of the date hereof) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall execute and deliver to the Representatives a lockLock-up letter substantially to the effect set forth in Exhibit A heretoUp Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except or (1C) publicly announce any intention to do any of the foregoing; provided, however, that the foregoing restriction shall not apply to the issuance of securities (i) to the Underwriters pursuant to this Agreement, (2ii) upon to directors, officers, employees and consultants of the exercise of an option Company pursuant to employee benefit plans, equity incentive plans or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding other employee compensation plans existing on the date hereof or referred to and as described in the Prospectus, (3iii) pursuant to benefit plans the exercise, exchange or conversion of any options, warrants, restricted stock units, rights or convertible securities outstanding on the date hereof, (includingiv) in connection with any joint venture, for the avoidance of doubtcommercial or collaborative relationship, the K2Macquisition or license by the Company of the securities, Inc. Amended businesses, property or other assets of another person, or (v) to one or more non-financial investors in connection with an equity investment in the Company, so long as such issuances and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of sales occur no earlier than 45 days after the date of this Agreement; provided, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided however, that such plan does not provide for the transfer of shares of Common Stock during the 90-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted period, or (5) the issuance of 7.5% of the outstanding shares of Common Stock (measured as of the date hereof) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (Aiv) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), v) any recipient of such Common Stock shall execute and deliver securities agrees to be bound in writing by the Representatives a restrictions on the resale of securities consistent with the lock-up letter substantially letters described in Section 4(x) hereof for the remainder of the Lock-Up Period. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effect set forth in Exhibit A heretoexpiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except except, in each case, for (1i) to the Underwriters pursuant to sale of the Securities as contemplated by this Agreement, (2ii) issuances of securities upon the exercise or conversion of an option options, warrants or warrantconvertible securities disclosed as outstanding in the Registration Statement, the vesting Time of restricted Sale Disclosure Package and the Prospectus, and (iii) the issuance of employee stock units options not exercisable during the Lock-Up Period pursuant to the Company’s stock option, stock bonus and other stock plans or the conversion or exchange of a security outstanding arrangements, as in effect on the date hereof or referred to in the Prospectusordinary course of business consistent with past practices. 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. Notwithstanding the foregoing, (3) pursuant to benefit plans (including, for during the avoidance of doubtLock-Up Period, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer of Company may sell shares of Common Stock during the 90-day restricted period and the establishment of such plan does not require or otherwise result in any public filing securities convertible into or other public announcement of such plan during the 90-day restricted period, exercisable or (5) the issuance of 7.5% of the outstanding shares of exchangeable for Common Stock (measured as to a Strategic Investor. For purposes of the date hereof) in connection with (A) the acquisition or license of the securitiesthis Section, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and “Strategic Investor” shall mean a third-party in the case of each of clauses (A) and (B)biotechnology, the filing pharmaceutical or similar industry or an affiliate of a registration statement with respect thereto; provided thatbiotechnology, in the case of clause (5)pharmaceutical or similar company, any recipient of such Common Stock shall execute and deliver to the Representatives a lock-up letter substantially to the effect set forth in Exhibit A heretoas an affiliated investment fund.

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (1A) to the Underwriters pursuant to this Agreement, (2) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof or referred to in the Prospectus, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4B) the establishment of a trading plan pursuant to Rule 10b5-1 under issuance by the Exchange Act; provided that such plan does not provide for the transfer Company of shares of Common Stock during upon the 90-day restricted period exercise of any stock options or warrants, or upon the conversion of any shares of preferred stock of the Company, outstanding as of the date hereof and disclosed in the Registration Statement, the Time of Sale Disclosure Package and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted period, or Prospectus; (5C) the issuance by the Company of 7.5% of the outstanding shares of Common Stock (measured as or securities convertible into shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereofhereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (D) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; or (E) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with (A) the acquisition or license by the Company of the securities, business, property, technologies business or other assets of another person or entity, including entity or pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition acquisition, or (B) in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (E) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and in provided further, that the case of Company shall cause each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall shares or other securities to execute and deliver to you, on or prior to such issuance, a Lock-Up Agreement and issue stop order restrictions to its transfer agent and registrar for the Representatives Common Stock with respect to any transaction or contemplated transaction that would constitute a lockbreach of or default under the applicable Lock-up letter substantially to the effect set forth in Exhibit A heretoUp Agreement.

Company Lock-Up. The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representatives, from the date it will not, for a period of execution of this Agreement and continuing to and including the date 90 days three (3) months after the date of the Prospectus Closing Date (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, or grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (Biii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Common StockCompany, whether any such transaction described in clause (Ai), (ii) or (Biii) above is to be settled by delivery of Common Stock shares of capital stock of the Company or such other securities, in cash or otherwise, except . The restrictions contained in this section shall not apply to (1i) the Shares to be sold hereunder; (ii) the Underwriters pursuant to this Agreement, (2) issuance by the Company of Ordinary Shares upon the exercise of an outstanding option or warrant, the vesting of restricted stock units warrant or the conversion or exchange of a security outstanding on the date hereof or referred to disclosed in the Prospectus, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan Registration Statement and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, Pricing Disclosure Package; (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer of shares of Common Stock during the 90-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted period, or (5iii) the issuance of 7.5% Ordinary Shares pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; or (iv) the issuance of the outstanding shares of Common Stock (measured as of the date hereof) Ordinary Shares in connection with (A) the acquisition or license of the securitiesmergers, businessacquisitions, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships licensing arrangements or any other strategic similar non- capital raising transactions, and in . The Company agrees not to accelerate the case vesting of each any option or warrant or allow the lapse of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall execute and deliver repurchase right prior to the Representatives a lockexpiration of the Lock-up letter substantially to the effect set forth in Exhibit A heretoUp Period.

Company Lock-Up. The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representatives, from the date it will not, for a period of execution of this Agreement and continuing to and including the date 90 days three (3) months after the date of the Prospectus Closing Date (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, or grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (Biii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Common StockCompany, whether any such transaction described in clause (Ai), (ii) or (Biii) above is to be settled by delivery of Common Stock shares of capital stock of the Company or such other securities, in cash or otherwise, except . The restrictions contained in this section shall not apply to (1i) the Shares to be sold hereunder; (ii) the Underwriters pursuant to this Agreement, (2) issuance by the Company of Ordinary Shares upon the exercise of an outstanding option or warrant, the vesting of restricted stock units warrant or the conversion or exchange of a security outstanding on the date hereof or referred to disclosed in the Prospectus, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan Registration Statement and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, Pricing Disclosure Package; (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer of shares of Common Stock during the 90-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted period, or (5iii) the issuance of 7.5% Ordinary Shares pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package; or (iv) the issuance of the outstanding shares of Common Stock (measured as of the date hereof) Ordinary Shares in connection with (A) the acquisition or license of the securitiesmergers, businessacquisitions, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships licensing arrangements or any other strategic similar non-capital raising transactions, and in . The Company agrees not to accelerate the case vesting of each any option or warrant or allow the lapse of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall execute and deliver repurchase right prior to the Representatives a lockexpiration of the Lock-up letter substantially to the effect set forth in Exhibit A heretoUp Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (1) to the Underwriters pursuant to this Agreementexcept, (2) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof or referred to in the Prospectus, (3) pursuant to benefit plans (includingeach case, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4v) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer issuance of shares of Common Stock during in connection with a potential business acquisition, approved by the 90-day restricted period Company’s Board of Directors, (w) settlement in the form of shares of Common Stock of periodic payments and contingent performance payments owed by the Company in connection with its acquisitions of ZenContent, Inc. and TapInfluence, Inc., (x) the sale of the Securities as contemplated by this Agreement, (y) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted periodProspectus, or and (5z) the issuance of 7.5% employee stock options not exercisable during the Lock-Up Period pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices. 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 outstanding shares of Common Stock (measured as of the date hereof) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall execute and deliver to the Representatives a lockLock-up letter substantially to the effect set forth in Exhibit A heretoUp Period.

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file or confidentially submit a registration statement to the Commission with respect to, any shares of Common Stock or any securities convertible into or into, exercisable or exchangeable for or that represent the right to receive Common Stock Stock, other than a registration statement on Form S-8 or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except except, in each case, for (1x) to the Underwriters pursuant to sale of the Securities as contemplated by this Agreement, (2y) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof or referred to in the Prospectus, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer issuances of shares of Common Stock during upon the 90-day restricted period exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Company Registration Statement, the Time of Sale Disclosure Package and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted periodProspectus, or and (5z) the issuance of 7.5% employee stock options not exercisable during the Lock-Up Period pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices. 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 outstanding shares of Common Stock (measured as of the date hereof) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall execute and deliver to the Representatives a lockLock-up letter substantially to the effect set forth in Exhibit A heretoUp Period.

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (1) to the Underwriters pursuant to this Agreement, (2) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof or referred to in the ProspectusProspectus (including, without limitation, the automatic conversion of the shares of Series A redeemable convertible preferred stock, $0.001 par value, and Series B redeemable convertible preferred stock, $0.001 par value, upon closing of the offering of the Securities), (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer of shares of Common Stock during the 90180-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90180-day restricted period, or (5) the issuance of 7.5% of the outstanding shares of Common Stock (measured as of the date hereof, after giving effect to the automatic conversion of the shares of Series A redeemable convertible preferred stock, $0.001 par value, and Series B redeemable convertible preferred stock, $0.001 par value, upon closing of the offering of the Securities as described in the Prospectus) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of each of clause (5), any recipient of such Common Stock shall execute and deliver to the Representatives a lock-up letter substantially to the effect set forth in Exhibit A hereto.

Company Lock-Up. The Company will not, without the prior written consent of both of the Representatives, from the date of execution of this Agreement and continuing to and including the date 90 days that is twelve (12) months after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or Stock, (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock, or (C) file any registration statement or prospectus, or any amendment or supplement thereto, other than a registration statement on Form S-8 or any resale registration statement for shares of Common Stock underlying convertible or exchangeable securities of the Company outstanding as of the date hereof, whether any such transaction described in clause (A) ), (B), or (BC) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, except except, in each case, for (1x) to the Underwriters pursuant to sale of the Securities as contemplated by this Agreement, (2y) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof or referred to in the Prospectus, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer issuances of shares of Common Stock during upon the 90-day restricted period exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted periodProspectus, or and (5z) the issuance of 7.5% employee stock options or other similar equity awards not exercisable during the Lock-Up Period pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices. The Company agrees not to accelerate the vesting of any option or other similar equity award or warrant or the lapse of any repurchase right prior to the expiration of the outstanding shares of Common Stock (measured as of the date hereof) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall execute and deliver to the Representatives a lockLock-up letter substantially to the effect set forth in Exhibit A heretoUp Period.

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (1A) to the Underwriters pursuant to this Agreement, (2) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof or referred to in the Prospectus, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4B) the establishment of a trading plan pursuant to Rule 10b5-1 under issuance by the Exchange Act; provided that such plan does not provide for the transfer Company of shares of Common Stock during upon the 90-day restricted period exercise of any stock options or warrants, or upon the conversion of any shares of preferred stock of the Company, outstanding as of the date hereof and disclosed in the Registration Statement, the Time of Sale Disclosure Package and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted period, or Prospectus; (5C) the issuance by the Company of 7.5% of the outstanding shares of Common Stock (measured as or securities convertible into shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereofhereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (D) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; or (E) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with (A) the acquisition or license by the Company of the securities, business, property, technologies business or other assets of another person or entity, including entity or pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition acquisition, or (B) in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (E) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and in provided further, that the case of Company shall cause each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall shares or other securities to execute and deliver to you, on or prior to such issuance, a Lock-Up Agreement and issue stop order restrictions to its transfer agent and registrar for the Representatives Common Stock with respect to any transaction or contemplated transaction that would constitute a lockbreach of or default under the applicable Lock-up letter substantially to the effect set forth in Exhibit A heretoUp Agreement.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (1) to the Underwriters pursuant to this AgreementAgreement and (i) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under the Company Stock Plans that are in effect as of or prior to the date hereof, (2ii) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof or referred to in the Prospectus, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer issuances of shares of Common Stock during upon the 90-day restricted period and the establishment exercise of such plan does not require or otherwise result in any public filing options or other public announcement awards or the conversion of such plan during the 90-day restricted period, Company’s preferred stock outstanding as of the date hereof or (5iii) the issuance by the Company of 7.5% of the outstanding any shares of Common Stock (measured as of the date hereof) in connection with (A) the a licensing agreement, joint venture, acquisition or license of the securities, business, property, technologies business combination or other assets of another person collaboration or entity, strategic transaction (including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement on Form S-4 or other appropriate form with respect thereto; ) provided that, in the case of clause (5), any recipient that recipients of such shares of Common Stock shall execute and deliver agree to be bound by the Representatives a terms of the lock-up letter substantially described in Section 4(j) hereof and the sum of the aggregate number of shares of Common Stock so issued shall not exceed 5% of the total outstanding shares of Common Stock immediately following the consummation of the offering; (iv) issuances of any shares of Common Stock related to the effect set forth filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to shares of Common Stock granted under any equity compensation plan or employee stock purchase plan; or (v) shares of Common Stock issued in Exhibit A heretoconnection with the Company’s reincorporation into the state of Delaware.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except except, in each case, for (1v) to the Underwriters pursuant to sale of the Securities as contemplated by this Agreement, (2w) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof or referred to in the Prospectus, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer issuances of shares of Common Stock during upon the 90-day restricted period exercise or conversion of options or warrants disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted periodProspectus, or (5x) the issuance of 7.5% stock options or restricted stock to employees or directors, provided that such stock options are not exercisable and such restricted stock shall not vest and shall remain subject to a risk of forfeiture during the outstanding shares of Common Stock (measured Lock-Up Period, pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as of in effect on the date hereof) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and hereof in the case ordinary course of each of clauses business consistent with past practices, (Ay) and (B), the filing of a registration statement on Form S-8 to register additional securities under the Company’s stock option, stock bonus and other stock plans or arrangements, and (z) the issuance of shares of Common Stock, options or convertible securities to a Strategic Investor in connection with respect thereto; provided thata license, joint venture, collaboration or similar agreement. For purposes of this Section 4(i), “Strategic Investor” shall mean a third-party in the case biotechnology, pharmaceutical or similar industry or an affiliate of clause (5)a biotechnology, pharmaceutical or similar company, such as an affiliated investment fund. The Company agrees not to accelerate the vesting of any recipient option or warrant or the lapse of such Common Stock shall execute and deliver any risks of forfeiture prior to the Representatives a lockexpiration of the Lock-up letter substantially to the effect set forth in Exhibit A heretoUp Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except except, in each case, for (1x) the sale of Securities to the Underwriters pursuant to this Agreement and the sale of Securities in the Concurrent Private Placement pursuant to the Private Placement Purchase Agreement, (2y) issuances of shares of Common Stock upon the exercise or conversion of an option options, warrants or warrantconvertible securities disclosed as outstanding in the Registration Statement, the vesting Time of restricted Sale Disclosure Package and the Prospectus, and (z) the issuance of employee stock units options or other equity compensation or awards not exercisable during the conversion Lock-Up Period pursuant to the Company’s stock option, stock bonus and other stock plans or exchange of a security outstanding arrangements, in effect on the date hereof or referred to hereof, in the Prospectusordinary course of business consistent with past practice, (3) pursuant to benefit plans (including, for the avoidance of doubt, up to 450,000 restricted shares. The Company agrees not to accelerate the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, vesting of any option or warrant or the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, lapse of any repurchase right prior to the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as expiration of the date of this Agreement, (4) the establishment of a trading plan pursuant to Rule 10b5Lock-1 under the Exchange Act; provided that such plan does not provide for the transfer of shares of Common Stock during the 90-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted period, or (5) the issuance of 7.5% of the outstanding shares of Common Stock (measured as of the date hereof) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall execute and deliver to the Representatives a lock-up letter substantially to the effect set forth in Exhibit A heretoUp Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesUnderwriter, from the date of execution of this Agreement and continuing to and including the date 90 ninety (90) days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (1) to the Underwriters Underwriter pursuant to this Agreement, (2) upon the exercise of an option or warrant, issuance by the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof or referred to in the Prospectus, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer Company of shares of Common Stock during upon the 90-day restricted period exercise of any stock options or warrants outstanding as of the date hereof and disclosed in the Registration Statement, the Time of Sale Disclosure Package and the establishment Prospectus; (3) the issuance by the Company of such plan does not require shares of Common Stock or otherwise result securities convertible into shares of Common Stock pursuant to the Company’s equity incentive plans in any public effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (4) the filing or other public announcement of such plan during a registration statement on Form S-8 with respect to the 90-day restricted periodCompany’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; or (5) the sale or issuance of 7.5% or entry into an agreement providing for the issuance of the outstanding shares of Common Stock (measured as Stock, or any security convertible into or exercisable for shares of the date hereof) Common Stock, in connection with (A) the acquisition or license by the Company of the securities, business, property, technologies business or other assets of another person or entity, including entity or pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition acquisition, or (B) in connection with joint ventures, commercial relationships or other strategic transactions; provided, and in that the case aggregate number of each shares of clauses (A) and (B), Common Stock that the filing of a registration statement with respect thereto; provided that, in the case of Company may sell or issue or agree to sell or issue pursuant to this clause (5)) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, any and provided further, that the Company shall cause each recipient of such Common Stock shall shares or other securities to execute and deliver to the Representatives Underwriter, on or prior to such issuance, a lockLock-up letter substantially Up Agreement (as defined below) and issue stop order restrictions to its transfer agent and registrar for the effect set forth in Exhibit A heretoCommon Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

Company Lock-Up. (a) The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to for a period of one hundred and including the date 90 eighty (180) days after the date of the Prospectus Closing Date (the “Lock-Up Period”), ) (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock Ordinary Share or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares, or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common StockOrdinary Shares or any such other securities, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except (1) to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (b) The restrictions contained in Section 3(o)(a)(i) hereof shall not apply to: (i) the Offered Securities to be sold hereunder, (2ii) the issuance by the Company of Ordinary Shares upon the exercise of an a stock option or warrant, the vesting of restricted stock units warrant or the conversion or exchange of a security outstanding on the date hereof and disclosed in the Registration Statement, the Disclosure Package or referred to in the Prospectus, (3iii) the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of the Company under any equity compensation plan of the Company and (iv) securities issued pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as acquisitions or strategic transactions approved by a majority of the date disinterested directors of this Agreementthe Company, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer of shares of Common Stock during the 90-day securities are issued as “restricted period securities” (as defined in Rule 144) and the establishment of such plan does not carry no registration rights that require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted period, or (5) the issuance of 7.5% of the outstanding shares of Common Stock (measured as of the date hereof) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), permit the filing of a any registration statement with respect thereto; in connection therewith during the Lock-Up Period and provided that, in the case of clause that any such issuance shall only be to a Person (5), any recipient of such Common Stock shall execute and deliver or to the Representatives equity holders of a lock-up letter substantially Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the effect set forth Company additional benefits in Exhibit A heretoaddition 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. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except except, in each case, for (1v) to the Underwriters pursuant to sale of the Securities as contemplated by this Agreement, (2w) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof or referred to in the Prospectus, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer issuances of shares of Common Stock during upon the 90-day restricted period exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted periodProspectus, or (5x) the issuance of 7.5% stock options, restricted stock or other equity incentives under equity incentive plans or arrangements of the outstanding shares Company (provided that stock options so issued are not exercisable during the Lock-Up Period), (y) the issuance of Common Stock (measured as of the date hereof) shares, warrants or other securities to one or more counterparties in connection with (A) the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products, services or technology, and (z) the offer, announcement of the intention to sell, sale, contract to sell and issuance of shares, warrants or other securities, business, property, technologies or other assets the proceeds of another person or entity, including pursuant which are used to an employee benefit plan assumed by pay off any debt of the Company or its subsidiaries in connection with such acquisition subsidiaries. The Company agrees not to accelerate the vesting of any option or (B) joint ventures, commercial relationships warrant or other strategic transactions, and in the case lapse of each any repurchase right prior to the expiration of clauses (A) and (B)the Lock-Up Period. For clarity, the filing foregoing shall not prohibit the Company from registering under the Securities Act the resale of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such currently outstanding Common Stock shall execute and deliver to beneficially owned by the Representatives a lock-up letter substantially to the effect set forth in Exhibit A heretoSelling Stockholders or Xxxxx Xxxxxxxx.

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, from the date of execution of this Agreement and continuing to and including the date 90 60 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except other than (1A) to the Underwriters pursuant to this Agreement, (2) any shares of Common Stock issued or deemed issued upon the vesting, exercise or settlement of an option or warrantoptions, the vesting of restricted stock units or the conversion other equity-based awards granted under, or exchange of a security outstanding on the date hereof or referred to in the Prospectusissued pursuant to, Company Stock Plans, (3B) pursuant to benefit plans (including, for the avoidance grant by the Company of doubt, the K2M, Inc. Amended and Restated 2006 awards under Company Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this AgreementPlans, (4C) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer sales of shares of Common Stock during or such other securities that the 90Company withheld in connection with a person’s exercise or vesting of options, restricted stock units or other equity-day restricted period and based awards granted under, or issued pursuant to, Company Stock Plans, for the establishment purpose of paying on behalf of such plan does not require person the exercise price of stock options or otherwise for paying taxes due as a result in any public filing or other public announcement of such plan during the 90-day restricted periodexercise or vesting, or (5D) the issuance of 7.5% of the outstanding any shares of Common Stock (measured as or restricted stock units issued pursuant to any non-employee director compensation arrangement. 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 date hereof) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall execute and deliver to the Representatives a lockLock-up letter substantially to the effect set forth in Exhibit A heretoUp Period.

Company Lock-Up. The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativesRepresentative, from the date it will not, for a period of execution of this Agreement and continuing to and including the date 90 days twelve (12) months after the date of the Prospectus this Agreement (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (Biii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Common StockCompany, whether any such transaction described in clause (Ai), (ii) or (Biii) above is to be settled by delivery of Common Stock shares of capital stock of the Company or such other securities, in cash or otherwise, except . The restrictions contained in this section shall not apply to (1i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the Underwriters pursuant to this Agreement, (2) issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant, the vesting of restricted stock units warrant or the conversion or exchange of a security outstanding on the date hereof or referred to disclosed in the Prospectus, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan Registration Statement and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, Pricing Disclosure Package; and (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer of shares of Common Stock during the 90-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted period, or (5iii) the issuance of 7.5% Common Stock pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the outstanding shares of Common Stock (measured as of the date hereof) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall execute and deliver to the Representatives a lockLock-up letter substantially to the effect set forth in Exhibit A heretoUp Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (1) to the Underwriters pursuant to this AgreementAgreement and (i) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under the Company Stock Plans that are in effect as of or prior to the date hereof, (2ii) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof or referred to in the Prospectus, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer issuances of shares of Common Stock during upon the 90-day exercise, vesting or settlement of options or restricted period and the establishment of such plan does not require or otherwise result in any public filing stock units or other public announcement of such plan during the 90-day restricted period, or (5) the issuance of 7.5% awards outstanding as of the outstanding date hereof (including for this purpose shares of Common Stock withheld by the Company for the purpose of paying on behalf of the holder thereof the exercise price of stock options or for paying taxes due as a result of such exercise, vesting or settlement), (measured iii) issuances of any shares of Common Stock related to the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to shares of Common Stock granted under any equity compensation plan or employee stock purchase plan, (iv) issuances of any shares of Common Stock issuable upon conversion of that certain outstanding convertible note, dated as of May 27, 2014, issued by the Company to Ligand Pharmaceuticals Incorporated; or (v) issuances of any shares of Common Stock upon the exercise of warrants outstanding as of the date hereof) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall execute and deliver to the Representatives a lock-up letter substantially to the effect set forth in Exhibit A hereto.

Company Lock-Up. The Subject to the exceptions set forth in Section 2 of the Engagement Letter dated November 16, 2016, the Company will not, without the prior written consent of the RepresentativesUnderwriter, from the date of execution of this Agreement and continuing to and including the date 90 ninety (90) days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except except, in each case, for (1v) to the Underwriters pursuant to sale of the Securities as contemplated by this Agreement, (2w) issuances of shares of Common Stock upon the exercise or conversion of an option options, warrants or warrant, the convertible securities disclosed or vesting of restricted stock units as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (x) the sale of Common Stock to cover the exercise price of stock options or tax liability in connection with the conversion exercise of stock vesting or exchange settlement of a security outstanding stock options, restricted stock or restricted stock units, and (y) the issuance of employee stock options or other equity-based awards not exercisable during the Lock-Up Period pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof or referred to in the Prospectus, (3) pursuant to benefit plans (including, for ordinary course of business consistent with past practices. Without limiting the avoidance generality of doubtthe foregoing, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, Lock-Up Period shall extend until the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of 180th day after the date of this Agreementthe Prospectus with respect to any transactions with Lincoln Park Capital Fund, (4) the establishment of a trading plan LLC or its affiliates, whether pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer of shares of Common Stock during the 90-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted periodPurchase Agreement entered into on September 22, 2016, or (5) the issuance of 7.5% of the outstanding shares of Common Stock (measured as of the date hereof) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall execute and deliver to the Representatives a lock-up letter substantially to the effect set forth in Exhibit A heretootherwise.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesUnderwriter, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except except, in each case, for (1i) to the Underwriters pursuant to sale of the Securities as contemplated by this Agreement, (2ii) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof or referred to in the Prospectus, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer issuances of shares of Common Stock upon the exercise, settlement or conversion of options, restricted stock units or other convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (iii) the grant or issuance of employee stock options and restricted stock units not exercisable during the 90Lock-day restricted period Up Period and the establishment grant, issuance, repurchase or forfeiture of such options or restricted stock units pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof, in the ordinary course of business consistent with past practices, (iv) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company equity incentive plan does not require or otherwise result disclosed in any public filing the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and (v) shares of Common Stock or other public announcement 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 by the Company or any of such plan during its subsidiaries of assets or acquisition of not less than a majority or controlling portion of the 90-day restricted periodequity of another entity, or provided that (5y) the issuance aggregate number of 7.5% shares issued pursuant to this clause (v) shall not exceed seven percent (7%) of the total number of outstanding shares of Common Stock (measured as immediately following the issuance and sale of the date hereof) in connection with Securities pursuant hereto and (Az) the acquisition recipient of any such shares of Common Stock or license of the securities, business, property, technologies or other assets of another person or entity, including securities issued pursuant to this clause (v) during the Lock-Up Period described above shall enter into an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and agreement substantially in the case form of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall execute and deliver to the Representatives a lock-up letter substantially to the effect set forth in Exhibit A hereto. 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.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “"Lock-Up Period”"), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (Bii) enter into any swap or other o ther agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (1) to the Underwriters pursuant to this Agreementexcept, (2) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof or referred to in the Prospectus, (3) pursuant to benefit plans (includingeach case, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4v) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer issuance of shares of Common Stock during in connection with a potential business acquisition, approved by the 90-day restricted period Company’s Board of Directors, (w) settlement in the form of shares of Common Stock of periodic payments and contingent performance payments owed by the Company in connection with its acquisitions of ZenContent, Inc. and TapInfluence, Inc. (x) the sale of the Securities as contemplated by this Agreement, (y) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted periodProspectus, or and (5z) the issuance of 7.5% employee stock options not exercisable during the Lock-Up Period pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices. 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 outstanding shares of Common Stock (measured as of the date hereof) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall execute and deliver to the Representatives a lockLock-up letter substantially to the effect set forth in Exhibit A heretoUp Period.

Company Lock-Up. The Company will not, without the prior written consent of the Representatives, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except . The restrictions contained in the preceding sentence shall not apply to (1i) the Securities to be sold to the Underwriters pursuant to this Agreementhereunder, (2ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant, the vesting of restricted stock units warrant or the conversion or exchange of a security outstanding on the date hereof or referred to in the Prospectushereof, (3) pursuant to benefit plans (including, for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4iii) the establishment grant by the Company of a trading plan pursuant to Rule 10b5stock options or other stock-1 under based awards (or the Exchange Act; provided that such plan does not provide for the transfer issuance of shares of Common Stock during upon exercise thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the 90-day restricted period Company described in the Time of Sale Disclosure Package and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 90-day restricted period, or Prospectus; (5iv) the issuance of 7.5% of the outstanding shares of Common Stock (measured as of the date hereof) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement on Form S-8 or any successor form thereto with respect thereto; provided that, to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company described in the case Time of Sale Disclosure Package and the Prospectus to the Company’s “employees” (as that term is used in Form S-8) (v) obtaining effectiveness of the resale registration statement on Form S-3 (File No. 333-212645) filed by the Company on July 22, 2016, including responding to any comments received from the Commission and the filing of a request for acceleration; or (vi) shares of Common Stock or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (vi) shall not exceed 5), any recipient % of such the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares pursuant hereto and (y) any such shares of Common Stock and securities issued pursuant to this clause (v) during the Lock-Up Period shall execute and deliver be subject to the Representatives a lockrestrictions described above for the remainder of the Lock-up letter substantially to the effect set forth in Exhibit A heretoUp Period.

Company Lock-Up. The Company will notCompany, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativesUnderwriter, from the date it will not, for a period of execution of this Agreement and continuing to and including the date 90 days three (3) months after the date of the Prospectus this Agreement (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (Biii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Common StockCompany, whether any such transaction described in clause (Ai), (ii) or (Biii) above is to be settled by delivery of Common Stock shares of capital stock of the Company or such other securities, in cash or otherwise, except . The restrictions contained in this section shall not apply to (1i) the Public Securities and the Underwriter’s Warrants and shares underlying the Warrants or the Underwriter’s Warrants to be sold hereunder; (ii) the Underwriters pursuant to this Agreement, (2) issuance by the Company of Ordinary Shares upon the exercise of an outstanding option or warrant, the vesting of restricted stock units warrant or the conversion or exchange of a security outstanding on the date hereof or referred to disclosed in the Prospectus, Registration Statement and the Pricing Disclosure Package; provided that such securities have not been amended (3) pursuant to benefit plans (including, which for the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plandoubt would not include any adjustment in accordance with its terms) in existence as of since the date of this Agreement, (4) Agreement to increase the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer of shares of Common Stock during the 90-day restricted period and the establishment number of such plan does not require securities or otherwise result to decrease the exercise price, exchange price or conversion price of such securities (other than in any public filing connection with stock splits or combinations or other public announcement similar corporate events) or to extend the term of such plan during the 90-day restricted period, or securities; (5iii) the issuance of 7.5% Ordinary Shares pursuant to the Company’s existing stock option or bonus plans as disclosed in the Registration Statement or the Pricing Disclosure Package and as approved by a majority of the outstanding shares of Common Stock (measured as non-employee members of the date hereofboard of directors; (iv) the sale or issuance by the Company of no more than $10,000,000 of Ordinary Shares and/or any security entitling the holder thereof to acquire Ordinary Shares in connection with a financing other than the Offering (“Subsequent Offering”), subject to the consent and approval of the Underwriter (which shall not be unreasonably withheld) solely in the event the Subsequent Offering (x) is priced at less than $0.24 per Ordinary Share, (y) has a conversion or exercise price of less than $0.24 per Ordinary Share and/or (z) has warrant coverage of 200% or more; (v) in connection with strategic transactions or to bona fide commercial partners approved by the Board of Directors (Aprovided such transactions are not primarily for the purpose of raising capital) subject to the acquisition or license consent and approval of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company or its subsidiaries Underwriter which shall not be unreasonably withheld; and (iv) in connection with the Company’s acquisition, joint-venture, licensing or business transaction of assets or services from or to any individuals or entities approved by the Board of Directors (provided such acquisition or (Btransactions are not primarily for the purpose of raising capital) joint ventures, commercial relationships or other strategic transactions, and in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, in the case of clause (5), any recipient of such Common Stock shall execute and deliver subject to the Representatives a lock-up letter substantially consent and approval of the Underwriter which shall not be unreasonably withheld. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effect set forth in Exhibit A heretoexpiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (1i) to the Underwriters pursuant to this Agreement, (2ii) upon the exercise issuances of an option or warrant, the vesting of restricted stock units or such securities pursuant to the conversion or exchange of a security convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (iii) grants of such securities pursuant to an employee benefit plan, equity incentive plan or other employee compensation plan in effect on the date hereof or referred to and described in the Time of Sale Disclosure Package and the Prospectus, (3) pursuant to benefit plans (including, for provided such grants are in accordance with the avoidance of doubt, the K2M, Inc. Amended and Restated 2006 Stock Option and Grant Plan, the K2M Group Holdings, Inc. 2010 Independent Agent Stock Option Plan, the K2M Group Holdings, Inc. 2010 Equity Award Plan, the K2M Group Holdings, Inc. 2014 Omnibus Incentive Plan and the K2M Group Holdings, Inc. 2014 Employee Stock Purchase Plan) in existence as of the date of this Agreement, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer of shares of Common Stock during the 90-day restricted period and the establishment terms of such plan does not require or otherwise result in effect on the date hereof, provided further that, prior to the grant of any public filing or other public announcement such securities pursuant to this clause (iii) that vest within the Lock-Up Period, each recipient of such plan grant execute and deliver a “lock-up” agreement in the form of Exhibit A hereto agreeing not to dispose of such securities during the 90Lock-day restricted periodUp Period, or (5iv) issuances of securities pursuant to the exercise of options awarded to the grantee pursuant to clause (iii), (v) the issuance of 7.5% of the outstanding shares of Common Stock (measured as of the date hereof) such securities in connection with (A) any joint venture, commercial or collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, businessbusinesses, property, technologies property or other assets of another person or entity, including entity or pursuant to an any employee benefit plan assumed by the Company or its subsidiaries in connection with any such acquisition or (B) joint venturesacquisition; provided, commercial relationships or other strategic transactionshowever, and that in the case of each of clauses this clause (v), (A) such securities shall not in the aggregate exceed five percent (5%) of the Company’s outstanding ordinary shares immediately following the issuance and sale of the Firm Shares pursuant hereto, (B) this clause (v) can be relied on for only one transaction or series of related transactions and (B)C) the recipient shall have executed and delivered a “lock-up” agreement in the form of Exhibit A hereto agreeing not to dispose of such securities during the Lock-Up Period, and (vi) the filing of a registration statement on Form S-8 or any successor form thereto with respect thereto; provided that, to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company described in the case Time of clause (5), any recipient of such Common Stock shall execute Sale Disclosure Package and deliver the Prospectus to the Representatives a lock-up letter substantially to the effect set forth Company’s “employees” (as that term is used in Exhibit A heretoForm S-8).