Common use of Company Lock-Up Clause in Contracts

Company Lock-Up. The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (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 (i) to the Underwriters pursuant to this Agreement; (ii) pursuant to the exercise or conversion of any options, warrants, rights or convertible securities outstanding on the date hereof and disclosed in the Time of Sale Disclosure Package and the Prospectus or issued thereafter pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus; provided, however, that any recipients thereof enter into Lock-Up Agreements (as defined below) in substantially the form of Exhibit A hereto with respect to the remaining portion of the Lock-Up Period or, in the case of the issuance of options, such options do not become exercisable during the remaining portion of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing of one or more registration statements on Form S-8 with respect to any options, warrants, rights or convertible securities granted pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx, from the date of execution of this Agreement and continuing to and including the date 180 60 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or 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 (i) to the Underwriters pursuant to this Agreement; , (ii) issuances of such securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or conversion of any options, warrantsin each case outstanding on the date hereof, rights or convertible (iii) grants of such securities outstanding pursuant to the terms of a plan in effect on the date hereof and disclosed described in the Time Prospectus, (iv) issuances of Sale Disclosure Package securities pursuant to the exercise of options awarded to the grantee pursuant to clause (iii), and (v) the Prospectus issuance of such securities in connection with any joint venture, commercial or issued thereafter collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectusconnection with any such acquisition; provided, however, that any recipients thereof enter into Lockin the case of this clause (v), (A) such securities shall not in the aggregate exceed ten percent (10%) of the Company’s outstanding ordinary shares on a fully-Up Agreements diluted basis after giving effect to the sale of the Securities contemplated by this Agreement, (as defined belowB) this clause (v) can be relied on for only one transaction or series of related transactions and (C) the recipient shall have executed a “lock-up” agreement in substantially the form of Exhibit A hereto with respect agreeing not to the remaining portion dispose of the Lock-Up Period or, in the case of the issuance of options, such options do not become exercisable during the remaining portion of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing of one or more registration statements on Form S-8 with respect to any options, warrants, rights or convertible securities granted pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or 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 (i) to the Underwriters pursuant to this Agreement; . The restrictions contained in this Section 4(b)(ix) shall not apply to (iii) pursuant to the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of any options, warrants, rights or convertible securities a security outstanding on the date hereof and disclosed in hereof, (ii) grants of options or the Time issuance of Sale Disclosure Package and shares of Common Stock by the Prospectus or issued thereafter Company pursuant to any Company Stock Plans equity incentive plans described in the Time of Sale Disclosure Package Package, (iii) the issuance of options or other equity awards to consultants of the Company in the ordinary course of business, and (iv) securities of the ProspectusCompany issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereof; provided, however, that in the case of clauses (iii) and (iv) any recipients thereof enter into Lock-Up Agreements recipient (as defined belowapplicable) agrees to be bound in substantially writing by the form of Exhibit A hereto with respect to restrictions set forth herein for the remaining portion remainder of the Lock-Up Period or, and in the case of clause (iv), the issuance aggregate amount of options, such options do issuances shall not become exercisable during the remaining portion exceed 5% of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 total outstanding shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing of one or more registration statements on Form S-8 with respect to any options, warrants, rights or convertible securities granted pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up PeriodCompany on the date hereof.

Company Lock-Up. The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (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 Ordinary Shares 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, 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 (i) to the Underwriters pursuant to this Agreement; (ii) pursuant to the exercise or conversion of any options, warrants, rights or convertible securities outstanding on the date hereof and disclosed in the Time of Sale Disclosure Package and the Prospectus or issued thereafter pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus; provided, however, that any recipients thereof enter into Lock-Up Agreements (as defined below) in substantially the form of Exhibit A hereto with respect to the remaining portion of the Lock-Up Period or, in the case of the issuance of options, such options do not become exercisable during the remaining portion of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing of one or more registration statements on Form S-8 with respect to any options, warrants, rights or convertible securities granted pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. The restrictions contained in this Section 4(n) shall not apply to (i) the Ordinary Shares to be sold hereunder and the issuance of the Representative’s Warrants, (ii) the issuance by the Company of Ordinary Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, and (iii) the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of capital stock of the Company under any equity compensation plan of the Company disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, and (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Lock-Up Period and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 180 that is 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 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 (iA) the Securities to be sold to the Underwriters pursuant to this Agreement; hereunder, (iiB) pursuant to the exercise or conversion of any options, warrants, rights or convertible securities outstanding on the date hereof and disclosed in the Time of Sale Disclosure Package and the Prospectus or issued thereafter pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus; provided, however, that any recipients thereof enter into Lock-Up Agreements (as defined below) in substantially the form of Exhibit A hereto with respect to the remaining portion of the Lock-Up Period or, in the case of the issuance of options, warrants, restricted stock units, performance stock units, restricted stock or other equity awards to acquire shares of Common Stock granted pursuant to the Company Stock Plans that are described in the Prospectus, as such options do not become exercisable during plans may be amended, (C) the remaining portion issuance of shares of Common Stock upon the Lock-Up Period, and in exercise or vesting of any event the number of such options, warrants, rights restricted stock units, performance stock units, restricted stock or convertible securities granted under such Company Stock Plans shall not be exercisableother equity awards to acquire shares of Common Stock, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 (D) shares of Common Stock in the aggregate during the Lock-Up Period; issued upon exercise of outstanding warrants and, (iii) to XXX in connection with the Private Placement; or (ivE) the filing of one or more registration statements Registration Statements on Form S-8 with respect to any options, warrants, rights or convertible registering securities granted pursuant to any the Company Stock Plans described in Plans; (F) the Time issuance or sale of Sale Disclosure Package Common Stock, or securities convertible into or exchangeable for, Common Stock as consideration for mergers, acquisitions, other business combinations, joint ventures, strategic alliances and other business transactions occurring after the Prospectusdate of this Agreement, provided that the aggregate number of shares of Common Stock, or securities convertible into or exchangeable for Common Stock, that the Company may issue or sell pursuant to this clause (F) shall not exceed 10% of the total number of shares of Common Stock outstanding as of the First Closing Date immediately following the issuance and sale of the Securities pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse exercise any repurchase or expiry right in respect of any repurchase right option, warrant or convertible promissory note prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 180 60 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or 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 (i) to the Underwriters pursuant to this Agreement; Agreement 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, (ii) pursuant to issuances of shares of Common Stock upon the exercise of options or conversion other awards outstanding as of the date hereof, (iii) the issuance by the Company of any options, warrants, rights or convertible securities outstanding on the date hereof and disclosed in the Time of Sale Disclosure Package and the Prospectus or issued thereafter pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus; provided, however, that any recipients thereof enter into Lock-Up Agreements (as defined below) in substantially the form of Exhibit A hereto with respect to the remaining portion of the Lock-Up Period or, in the case of the issuance of options, such options do not become exercisable during the remaining portion of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 shares of Common Stock in connection with a licensing agreement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) provided that recipients of such shares of Common Stock agree to be bound by the terms of the lock-up agreement described in Section 4(a)(x) hereof and the sum of the aggregate during number of shares of Common Stock so issued shall not exceed 5% of the Lock-Up Period; (iii) to XXX in connection with total outstanding shares of Common Stock immediately following the Private Placement; consummation of the offering, or (iv) issuances of any shares of Common Stock related to the filing by the Company of one or more any registration statements statement on Form S-8 with respect or a successor form thereto relating to shares of Common Stock granted under any options, warrants, rights equity compensation plan or convertible securities granted pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Periodemployee stock purchase plan.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 180 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 to the Underwriters pursuant to this Agreement other than (i1) the Company’s sale of the Securities hereunder, (2) the issuance of restricted Common Stock, options to acquire Common Stock or other equity awards pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Time of Sale Prospectus and the Prospectus and the issuance of Common Stock pursuant to the valid exercises or vesting of options, warrants or rights so granted or outstanding on the date hereof, and (3) in connection with the consummation by the Company of a strategic partnership, joint venture, collaboration or acquisition or license of any business products or technology, provided that (A) the aggregate number of shares of Common Stock that may be issued pursuant to this clause (3) shall not exceed five percent (5%) of the number of shares of Common Stock outstanding immediately after the closing of the sale of the Securities to the Underwriters pursuant to this Agreement; , and (iiB) pursuant this clause (3) shall not be available unless each recipient of such Common Stock shall have, prior to, or concurrently with, the entry of a definitive agreement in connection with the applicable partnership, joint venture, collaboration, acquisition or license, agreed in writing not to sell, offer, dispose of or otherwise transfer any such Common Stock (or engage in any short sales of Common Stock prior to the exercise or conversion issuance of any optionssuch Common Stock) during the remainder, warrantsif any, rights or convertible securities outstanding on the date hereof and disclosed in the Time of Sale Disclosure Package and the Prospectus or issued thereafter pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus; provided, however, that any recipients thereof enter into Lock-Up Agreements (as defined below) in substantially the form of Exhibit A hereto with respect to the remaining portion of the Lock-Up Period or, in without the case prior written consent of the issuance of options, such options do not become exercisable during the remaining portion of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing of one or more registration statements on Form S-8 with respect to any options, warrants, rights or convertible securities granted pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the ProspectusRepresentatives). 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 RepresentativeXxxxx Xxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or 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 (i1) to the Underwriters pursuant to this Agreement; , (ii2) pursuant to the issuance by the Company of shares of Common Stock upon the exercise or conversion of any options, warrants, rights or convertible securities outstanding on the date hereof and warrants disclosed in the Registration Statement, the Time of Sale Disclosure Package and or the Prospectus Prospectus; (3) the issuance by the Company of shares of Common Stock or issued thereafter securities exercisable for or convertible into shares of Common Stock pursuant to any Company Stock Plans 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 or the Prospectus; provided, however, that any recipients thereof enter into Lock-Up Agreements (as defined below) in substantially the form of Exhibit A hereto with respect to the remaining portion of the Lock-Up Period or, in the case of the issuance of options, such options do not become exercisable during the remaining portion of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv4) the filing of one or more a registration statements statement on Form S-8 with respect to any options, warrants, rights or convertible securities granted pursuant to any Company Stock Plans the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus or (5) the entry into any 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 joint ventures, commercial relationships or other strategic transactions, and the Prospectusissuance of any such securities pursuant to any such agreement; provided that any issuances pursuant this clause (5) shall not exceed, in the aggregate, five percent of total issued and outstanding shares of Common Stock on the date of this Agreement, including the Shares (but excluding the Warrant Shares) to be issued 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.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for 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 Common Stock, whether (C) confidentially submit any such transaction described in clause (A) draft registration statement or (B) above is file any registration statement with the Commission relating to be settled by delivery the offering of any shares of Common Stock or such other any securities convertible into or exercisable or exchangeable for Common Stock or (D) publicly announce any intention to do any of the foregoing, provided, however, that the Company may: (X) effect the sale of the Securities contemplated hereby, (Y) issue shares of Common Stock or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in cash or otherwiseconnection with any such acquisition; provided, except however, that in the case of clause (iY), (1) that the recipients thereof provide to the Underwriters Underwriter a signed Lock-Up Agreement in the form of Exhibit A hereto, and (2) the aggregate number of shares that the Company may sell or issue or agree to sell or issue shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and (Z) issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to this Agreement; (ii) pursuant to any stock option, stock bonus or other stock plan or arrangement described in the exercise or conversion of any optionsRegistration Statement, warrants, rights or convertible securities outstanding on the date hereof and disclosed in the Time of Sale Disclosure Package and the Prospectus or issued thereafter pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus; provided, however, that any recipients thereof enter into in the case of clause (Z), the Company shall cause each newly appointed director or executive officer that is a recipient of such securities to provide to the Underwriter a signed Lock-Up Agreements (as defined below) Agreement in substantially the form of Exhibit A hereto with respect to the remaining portion hereto. For purposes of the Lock-Up Period orforegoing, in the case of the issuance of options, such “Related Securities” shall mean any options do not become exercisable during the remaining portion of the Lock-Up Period, and in any event the number of options, warrants, or warrants or other rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 to acquire shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing of one any securities exchangeable or more registration statements on Form S-8 with respect to any options, warrants, rights exercisable for or convertible into shares of Common Stock, or to acquire other securities granted pursuant to any Company Stock Plans described in the Time or rights ultimately exchangeable or exercisable for, or convertible into, shares of Sale Disclosure Package and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up PeriodCommon Stock.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common StockShares, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement; . The restrictions contained in this Section 4(a)(ix) shall not apply to (iii) pursuant to the issuance by the Company of Common Shares upon the exercise of a stock option or warrant or the conversion of any options, warrants, rights or convertible securities a security outstanding on the date hereof and disclosed in hereof, (ii) grants of options or the Time issuance of Sale Disclosure Package and Common Shares by the Prospectus or issued thereafter Company pursuant to any Company Stock Plans equity incentive plans described in the Time of Sale Disclosure Package Package, (iii) the issuance of options or other equity awards to directors or executive officers of the Company in the ordinary course of business, and (iv) securities of the ProspectusCompany issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereof; provided, however, that in the case of clauses (iii) and (iv) any recipients thereof enter into Lock-Up Agreements recipient (as defined belowapplicable) agrees to be bound in substantially writing by the form of Exhibit A hereto with respect to restrictions set forth herein for the remaining portion remainder of the Lock-Up Period or, and in the case of clause (iv), the issuance aggregate amount of options, such options do issuances shall not become exercisable during the remaining portion exceed 10% of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 shares of total outstanding Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing of one or more registration statements on Form S-8 with respect to any options, warrants, rights or convertible securities granted pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration Shares of the Lock-Up PeriodCompany on the date hereof.

Company Lock-Up. The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (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 (i) to the Underwriters pursuant to this Agreement; Agreement 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, (ii) pursuant to issuances of shares of Common Stock upon the exercise of options or other awards or the conversion of any options, warrants, rights or convertible securities the Company’s preferred stock outstanding on as of the date hereof and disclosed in the Time of Sale Disclosure Package and the Prospectus or issued thereafter pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus; provided, however, that any recipients thereof enter into Lock-Up Agreements (as defined belowiii) in substantially the form of Exhibit A hereto with respect to the remaining portion of the Lock-Up Period or, in the case of the issuance by the Company of options, such options do not become exercisable during the remaining portion of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 shares of Common Stock in connection with a licensing agreement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) provided that recipients of such shares of Common Stock agree to be bound by the terms of the lock-up letter described in Section 4(j) hereof and the sum of the aggregate during number of shares of Common Stock so issued shall not exceed 5% of the Lock-Up Periodtotal outstanding shares of Common Stock immediately following the consummation of the offering; (iiiiv) issuances of any shares of Common Stock related to XXX the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to shares of Common Stock granted under any equity compensation plan or employee stock purchase plan; or (v) shares of Common Stock issued in connection with the Private Placement; or (iv) Company’s reincorporation into the filing state of one or more registration statements on Form S-8 with respect to any options, warrants, rights or convertible securities granted pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up PeriodDelaware.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativePxxxx Xxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date 180 90 days after the date of the Prospectus Offering Memorandum (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 (i1) to the Underwriters Initial Purchaser pursuant to this Agreement; , (ii2) shares of Common Stock issued to holders of the Securities in satisfaction of conversions pursuant to the Indenture, (3) pursuant to an existing equity incentive plan of the Company, (4) pursuant to the exercise or conversion of any options, warrants, rights or convertible securities outstanding on the date hereof and disclosed in the Time of Sale Disclosure Package and the Prospectus options that were previously granted or issued thereafter pursuant to any under an equity incentive plan of the Company, (5) the issuance of Common Stock as payment for consulting services and (6) dividends on existing preferred stock of the Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus; provided, however, that any recipients thereof enter into Lock-Up Agreements (as defined below) in substantially the form of Exhibit A hereto with respect to Common Stock; provided that the remaining portion of the Lock-Up Period or, in the case of the issuance of options, such options do not become exercisable during the remaining portion of the Lock-Up Period, and in any event the aggregate number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing and shares of one or more registration statements on Form S-8 with respect to any options, warrants, rights or convertible Common Stock underlying other securities granted issued pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectusclauses (3) through (6) shall not exceed 350,000. 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 RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or 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 (i) to the Underwriters pursuant to this Agreement; . The restrictions contained in this Section 4(b)(ix) shall not apply to (iii) pursuant to the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of any options, warrants, rights or convertible securities a security outstanding on the date hereof and disclosed in hereof, (ii) grants of options or the Time issuance of Sale Disclosure Package and shares of Common Stock by the Prospectus or issued thereafter Company pursuant to any Company Stock Plans equity incentive plans described in the Time of Sale Disclosure Package Package, (iii) the issuance of options or other equity awards to consultants of the Company in the ordinary course of business, (iv) securities of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereof and the Prospectus(v) securities issued to Pfizer Inc. or any affiliate thereof in connection with one or more private placements of shares of Common Stock and warrants to purchase shares of Common Stock; provided, however, that in the case of clauses (iii) and (iv) any recipients thereof enter into Lock-Up Agreements recipient (as defined belowapplicable) agrees to be bound in substantially writing by the form of Exhibit A hereto with respect to restrictions set forth herein for the remaining portion remainder of the Lock-Up Period or, and in the case of clause (iv), the issuance aggregate amount of options, such options do issuances shall not become exercisable during the remaining portion exceed 5% of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 total outstanding shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing of one or more registration statements on Form S-8 with respect to any options, warrants, rights or convertible securities granted pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up PeriodCompany on the date hereof.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or 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 (i) the Securities to be sold to the Underwriters pursuant to this Agreement; hereunder, (ii) pursuant to the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of any options, warrants, rights or convertible securities a security outstanding on the date hereof and disclosed in hereof, (iii) the Time grant by the Company of Sale Disclosure Package and stock options or other stock-based awards (or the Prospectus or issued thereafter issuance of shares of Common Stock upon exercise thereof) to eligible participants pursuant to any employee benefit or equity incentive plans of the Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus; provided, however, that any recipients thereof enter into Lock-Up Agreements (as defined below) in substantially the form of Exhibit A hereto with respect to the remaining portion of the Lock-Up Period or, in the case of the issuance of options, such options do not become exercisable during the remaining portion of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing of one or more a registration statements statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any options, warrants, rights employee benefit or convertible securities granted pursuant to any equity incentive plans of the Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior Prospectus to the expiration 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% of 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 be subject to the restrictions described above for the remainder of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (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 (i) to the Underwriters pursuant to this Agreement; (ii) pursuant to . [Notwithstanding the exercise or conversion of any optionsforegoing, warrantsthe Company may make, rights or convertible securities outstanding on as referenced in the date hereof and disclosed in Registration Statement, the Time of Sale Disclosure Package and the Prospectus or issued thereafter Prospectus, (w) issuances of shares of Common Stock to satisfy anti-dilution adjustment provisions for prior securities issuances, (x) issuances of shares of Common Stock pursuant to any the note and warrant purchase agreement between the Company and Cheshire MD Holdings, LLC, dated March 6, 2020. In addition, the Company may also make (y) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under the Company Stock Plans described that are in the Time effect as of Sale Disclosure Package and the Prospectus; provided, however, that any recipients thereof enter into Lock-Up Agreements (as defined below) in substantially the form of Exhibit A hereto with respect or prior to the remaining portion of the Lock-Up Period or, in the case of the issuance of options, such options do not become exercisable during the remaining portion of the Lock-Up Perioddate hereof, and in any event (z) issuances of shares of Common Stock upon the number exercise of options, warrants, rights options or convertible securities other awards granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance Company’s preferred stock outstanding as of greater than 1,500,000 shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing of one or more registration statements on Form S-8 with respect to any options, warrants, rights or convertible securities granted date hereof pursuant to any Company Stock Plans described in the Time terms thereof as of Sale Disclosure Package and the Prospectussuch date. 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 RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (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 (i) to the Underwriters pursuant to this Agreement; , (ii) issuances of such securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or conversion of any options, warrantsin each case outstanding on the date hereof, rights or convertible (iii) grants of such securities outstanding pursuant to the terms of an employee benefit plan in effect on the date hereof and disclosed described in the Time of Sale Disclosure Package Registration Statement and the Prospectus Prospectus, (iv) issuances of securities pursuant to the exercise of options awarded to the grantee pursuant to clause (iii), and (v) the issuance of such securities in connection with any joint venture, commercial or issued thereafter collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectusconnection with any such acquisition; provided, however, that any recipients thereof enter into Lockin the case of this clause (v), (A) such securities shall not in the aggregate exceed five percent (5%) of the Company’s outstanding ordinary shares on a fully-Up Agreements diluted basis after giving effect to the sale of the Securities contemplated by this Agreement, (as defined belowB) this clause (v) can be relied on for only one transaction or series of related transactions and (C) the recipient shall have executed a “lock-up” agreement in substantially the form of Exhibit A hereto with respect agreeing not to the remaining portion dispose of the Lock-Up Period or, in the case of the issuance of options, such options do not become exercisable during the remaining portion of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing of one or more registration statements on Form S-8 with respect to any options, warrants, rights or convertible securities granted pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (A) file with the Commission a registration statement under the Act relating to any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (B) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or Stock, (BC) 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 (AB) or (BC) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (D) publicly disclose or announce an intention to effect any transaction specified in clause (A), except (iB) or (C) above. The restrictions contained in the preceding sentence shall not apply to (1) the Underwriters shares of Common Stock to be sold hereunder, (2) the issuance of shares of Common Stock or securities convertible into shares of Common Stock pursuant to this Agreement; any equity incentive plan of the Company (iior the filing of a registration statement on Form S-8 to register shares of Common Stock issuable under such plans) pursuant to under the exercise or conversion terms of any options, warrants, rights or convertible securities outstanding such plan in effect on the date hereof and disclosed in the Time of Sale Disclosure Package and the Prospectus or issued thereafter pursuant to any Company Stock Plans described in Registration Statement, the Time of Sale Disclosure Package and or the Prospectus; provided, howeverprovided such securities are granted at fair market value, that any recipients thereof enter into Lock-Up Agreements (as defined below3) in substantially the form of Exhibit A hereto with respect to the remaining portion of the Lock-Up Period or, in the case of the issuance of optionsshares of Common Stock upon the exercise of any warrants described in a prospectus relating to the Offering, such options do not become exercisable during the remaining portion of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in (4) the issuance of greater than 1,500,000 shares of Common Stock and warrants to purchase shares of Common Stock to BioHEP Technologies Ltd. (“BioHEP”) on February 1, 2016, pursuant to the amended and restated license agreement between the Company and BioHEP, or (5) the issuance of shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placementa commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements); or (iv) the filing of one or more registration statements on Form S-8 provided that, with respect to any optionsclauses (4) and (5) of this Section 4(a)(ix), warrants, rights (x) the aggregate number of shares of Common Stock issued or convertible securities granted issuable pursuant to such clauses does not exceed in the aggregate 5% of the number of shares of Common Stock outstanding immediately after the issuance and sale of the Securities, and (y) each recipient of any Company Stock Plans such shares or other securities agrees to restrictions on the resale of securities that are consistent with the lock-up letters described in Section 4(x) hereof for the Time remainder of Sale Disclosure Package and the Prospectus180-day restricted period. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without During the prior written consent of the Representative, period beginning from the date of execution of this Agreement hereof and continuing to and including the date 180 days after earlier of (a) the Closing Date and (b) the date of the Prospectus Company’s first meeting of stockholders at which the Company does not obtain Stockholder Approval (the “Lock-Lock Up Period”), (A) the Company agrees that it will not offer, pledge, announce the intention to sell, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option short sale or contract otherwise dispose, except as provided hereunder, of any securities of the Company that are substantially similar to sellthe Common Shares, grant including but not limited to any option, right options or warrant warrants to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Shares or any securities that are convertible into or exercisable exchangeable for, or exchangeable for that represent the right to receive, Common Stock Shares or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other substantially similar securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement; (ii) pursuant to the exercise or conversion of any options, warrants, rights or convertible securities outstanding on the date hereof and disclosed in the Time of Sale Disclosure Package and the Prospectus or issued thereafter pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus; provided, however, that the Company may, without the consent of the Purchasers, (i) effect the transactions contemplated pursuant to this Agreement and the Initial Securities Purchase Agreement; (ii) issue the Warrants and the SWK Warrant and the Common Shares issuable upon exercise thereof, (iii) issue Common Shares or options or stock units to purchase Common Shares, or issue Common Shares upon exercise of options or settlement of stock units, pursuant to any recipients thereof enter into Lock-Up Agreements stock option, stock unit agreement, stock bonus, employee stock purchase or other stock plan or arrangement described in the SEC Reports; (as defined belowiv) in substantially the form of Exhibit A hereto with respect issue Common Shares pursuant to the remaining portion conversion or exchange of convertible or exchangeable securities outstanding as of the Lock-Up Period ordate of this Agreement; (v) file a registration statement on Form S-8 to register Common Shares issuable pursuant to the terms of a stock option, stock bonus, employee stock purchase or other stock incentive plan or arrangement described in the SEC Reports; (vi) issue Common Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another Person or entity which do not principally involve capital raising; provided, however, that in the case of the issuance of optionsclause (vi), such options do Common Shares shall not become exercisable in the aggregate exceed 5% of the Company’s outstanding Common Shares on a fully diluted basis after giving effect to the sale of the Securities contemplated by this Agreement; (vii) file the Registration Statement and the First Registration Statement in connection with this Agreement and the Initial Securities Purchase Agreement; and (viii) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Shares, provided that such plan does not provide for the transfer of Common Shares during the remaining portion of the Lock-Lock Up Period, and in any event the number establishment of options, warrants, rights or convertible securities granted under such Company Stock Plans shall plan does not be exercisable, redeemable, convertible require or otherwise result in the issuance any public filings or other public announcement of greater than 1,500,000 shares of Common Stock in the aggregate such plan during such Lock Up Period and such plan is otherwise permitted to be implemented during the Lock-Lock Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing of one or more registration statements on Form S-8 with respect to any options, warrants, rights or convertible securities granted Period pursuant to any Company Stock Plans described in the Time terms of Sale Disclosure Package the Lock Up Agreement between such Person and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up PeriodPurchasers, if any.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or 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 (i) to the Underwriters pursuant to this Agreement; , (ii) for issuances and grants to directors, officers, employees and consultants of the Company pursuant to the Company Stock Plans, (iii) for issuances pursuant to the exercise of outstanding options or warrants or conversion of any options, warrants, rights or convertible securities described as outstanding on in the date hereof and disclosed in Registration Statement, the Time of Sale Disclosure Package and the Prospectus or issued thereafter pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus, (iv) for issuances of common stock or securities convertible into or exercisable for shares of common stock in connection with any acquisition, collaboration, licensing or other strategic transaction or any debt financing transaction, so long as the purpose of such issuance is not solely for capital raising; provided, however, that any recipients thereof enter into Lock-Up Agreements (as defined below) in substantially the form of Exhibit A hereto with respect to the remaining portion of the Lock-Up Period or, in the case of clause (iv), the issuance aggregate amount of options, such options do issuances shall not become exercisable during the remaining portion exceed 5% of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 total outstanding shares of Common Stock in of the aggregate during Company on the Lock-Up Period; date hereof and (iiiv) to XXX for issuances of warrants exercisable for shares of common stock in connection with the Private Placementany debt financing transaction; or (iv) the filing of one or more registration statements on Form S-8 with respect to any optionsprovided, warrants, rights or convertible securities granted pursuant to any Company Stock Plans described that in the Time case of Sale Disclosure Package clause (v), such issuance shall not occur prior to 45 days after the date of the Prospectus and shall not exceed 1% of the Prospectustotal outstanding shares of Common Stock of the Company on the date hereof. 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 RepresentativeXxxxx Xxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date 180 90 days after the date of the Prospectus (the “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or 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 (i) to the Underwriters pursuant to this Agreement; . The restrictions contained in this Section 4(a)(ix) shall not apply to (iii) pursuant to the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of any options, warrants, rights or convertible securities a security outstanding on the date hereof and disclosed in hereof, (ii) grants of options or the Time issuance of Sale Disclosure Package and shares of Common Stock by the Prospectus or issued thereafter Company pursuant to any Company Stock Plans equity incentive plans described in the Time of Sale Disclosure Package Package, (iii) the issuance of options or other equity awards to consultants of the Company in the ordinary course of business, and (iv) securities of the ProspectusCompany issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereof; provided, however, that in the case of clauses (iii) and (iv) any recipients thereof enter into Lock-Up Agreements recipient (as defined belowapplicable) agrees to be bound in substantially writing by the form of Exhibit A hereto with respect to restrictions set forth herein for the remaining portion remainder of the Lock-Up Period or, and in the case of clause (iv), the issuance aggregate amount of options, such options do issuances shall not become exercisable during the remaining portion exceed 5% of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 total outstanding shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing of one or more registration statements on Form S-8 with respect to any options, warrants, rights or convertible securities granted pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up PeriodCompany on the date hereof.

Company Lock-Up. The Company will not, without the prior written consent of the RepresentativeXxxxx Xxxxxxx, from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (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 (i) to the Underwriters pursuant to this Agreement; , (ii) issuances of such securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or conversion of any options, warrantsin each case outstanding on the date hereof, rights or convertible (iii) grants of such securities outstanding pursuant to the terms of a plan in effect on the date hereof and disclosed described in the Time Prospectus, (iv) issuances of Sale Disclosure Package securities pursuant to the exercise of options awarded to the grantee pursuant to clause (iii), and (v) the Prospectus issuance of such securities in connection with any joint venture, commercial or issued thereafter collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectusconnection with any such acquisition; provided, however, that any recipients thereof enter into Lockin the case of this clause (v), (A) such securities shall not in the aggregate exceed ten percent (10%) of the Company’s outstanding ordinary shares on a fully-Up Agreements diluted basis after giving effect to the sale of the Securities contemplated by this Agreement, (as defined belowB) this clause (v) can be relied on for only one transaction or series of related transactions and (C) the recipient shall have executed a “lock-up” agreement in substantially the form of Exhibit A hereto with respect agreeing not to the remaining portion dispose of the Lock-Up Period or, in the case of the issuance of options, such options do not become exercisable during the remaining portion of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such Company Stock Plans shall not be exercisable, redeemable, convertible or otherwise result in the issuance of greater than 1,500,000 shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing of one or more registration statements on Form S-8 with respect to any options, warrants, rights or convertible securities granted pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.