Common use of Holder Lock-Up Clause in Contracts

Holder Lock-Up. In connection with any underwritten Public Offering of Company Ordinary Shares expected to result in gross proceeds of at least $75,000,000, if requested by (i) the managing underwriters of such Public Offering and (ii) the Company, in the case of a Company-initiated Public Offering, or the Holders of a Majority of Included Registrable Securities, in the case of any Underwritten Shelf Takedown or Underwritten Demand pursuant to Section 2(a) or 2(b), each Holder of Registrable Securities participating in such Public Offering and, if requested by the managing underwriters of such Public Offering, each other Holder of Registrable Securities shall enter into a customary lock-up agreement with the managing underwriters of such Public Offering to not make any sale or other disposition of any of the Company’s Capital Stock owned by such Holder (a “Lock-Up Agreement”); provided that all executive officers and directors of the Company and the Holders requesting such Lock-Up Agreements are bound by and have entered into substantially similar Lock-Up Agreements; provided, further, that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 5(a); provided, further, that the foregoing provisions shall only be applicable to the Holders if all shareholders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. The Company may impose stop-transfer instructions with respect to the shares of Capital Stock (or other securities) subject to the restrictions set forth in this Section 5(a) until the end of the applicable period of the Lock-Up Agreement. The provisions of this Section 5(a) shall cease to apply to such Holder once such Holder no longer beneficially owns any Registrable Securities.

Holder Lock-Up. In connection with any underwritten Public Offering of Company Ordinary Shares expected to result in gross proceeds of at least $75,000,000, if requested in writing by (i) the managing underwriters underwriter(s) of such Public Offering and or (ii) the Company, in the case of a Company-initiated Public Offering, or the Holders of a Majority of Included Registrable Securities, in the case of any Underwritten Shelf Takedown or Underwritten Demand pursuant to Section 2(a) or 2(b), each Holder of Registrable Securities participating in such Public Offering that together with its Affiliates beneficially owns more than 1% of the New Shares (“Participating 1% Holders”) and, if requested in writing by the managing underwriters of such Public Offering, each other Holder of Registrable Securities that together with its Affiliates beneficially owns more than 10% of the New Shares (“Non-Participating 10% Holders”) agrees that it shall enter into a customary lock-up agreement (a “Lock-Up Agreement”) with the managing underwriters underwriter(s) of such Public Offering to not make any sale not, during the sixty (60) days after the pricing date of such offering or other disposition such longer period as reasonably requested by the managing underwriter(s), lead book-runner(s) or manager(s) of such Public Offering but in no event longer than ninety (90) days after the pricing date (the “Lock-Up Period”), (A) with respect to Non-Participating 10% Holders, offer, sell or announce the intention to sell any of the Company’s Capital Stock owned by such Holder and (B) with respect to Participating 1% Holders, directly or indirectly, offer, pledge, assign, encumber, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, or otherwise transfer or dispose of (other than any pledge in favor of a “Lock-Up Agreement”); provided that all executive officers and directors bank or broker dealer at which a Holder maintains an account, where such bank or broker dealer holds a security interest or other encumbrance over property in the account generally) any of the Company and the Holders requesting Company’s Capital Stock owned by such Holder; provided, however, that such Lock-Up Agreements are bound Period shall not apply to the following, as applicable: (i) a tender offer for the Equity Securities approved by the Board of Directors of the Company; (ii) sales to the Company pursuant to an authorized share repurchase program in accordance with Rule 10b5-1 under the Exchange Act; (iii) Registrable Securities included in an Underwritten Shelf Takedown; (iv) transfers of Equity Securities to and have entered into substantially similar among Affiliates of a Holder; or (v) sales of Equity Securities pursuant to an underwritten Public Offering. For the avoidance of doubt, (a) the Lock-Up Agreements; providedPeriod shall not apply to any Equity Securities sold under one or more exemptions from registration under the Securities Act or to any Equity Securities sold in reliance on Regulation S and (b) before the commencement of, furtherand after the termination or expiration of, that nothing herein the Lock-Up Period, there shall prevent be no restrictions on the ability of any Holder from making a distribution of to resell its Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise through the Shelf Registration Statement in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 5(a); provided, further, that the foregoing provisions shall only be applicable to the Holders if all shareholders, officers and directors are treated similarly with respect to any release prior to the termination of the locknon-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basisunderwritten offerings. The Company may impose stop-transfer instructions with respect to the shares of Capital Stock (or other securities) subject to the restrictions set forth in this Section 5(a) until the end of the applicable period of the Lock-Up Agreement. The provisions of this Section 5(a) shall cease to apply to such Holder once such Holder no longer beneficially owns any Registrable Securities.

Holder Lock-Up. In connection with any underwritten Public Offering of Company Ordinary Shares expected to result in gross proceeds of at least $75,000,00050.0 million, if requested by (i) the managing underwriters of such Public Offering and (ii) the Company, in the case of a Company-initiated Public Offering, or the Holders of a Majority of Included Registrable Securities, in the case of any Underwritten Shelf Takedown or Underwritten Demand pursuant to Section 2(a) or 2(b), each Holder of Holdback Registrable Securities participating in such Public Offering and, if requested by the managing underwriters of such Public Offering, each other Holder of Holdback Registrable Securities shall enter into a customary lock-up agreement with the managing underwriters of such Public Offering to not make any sale or other disposition of any of the Company’s Capital Stock Holdback Registrable Securities owned by such Holder (a “Lock-Up Agreement”); provided that all executive officers and directors of the Company and the Holders requesting such Lock-Up Agreements are bound by and have entered into substantially similar Lock-Up Agreements; provided, further, that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 5(a); provided, further, that the foregoing provisions shall only be applicable to the Holders if all shareholdersstockholders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. The Company may impose stop-transfer instructions with respect to the shares of Capital Stock (or other securities) subject to the restrictions set forth in this Section 5(a6(a) until the end of the applicable period of the Lock-Up Agreement. The provisions of this Section 5(a6(a) shall cease to apply to such Holder once such Holder no longer beneficially owns any Holdback Registrable Securities.

Holder Lock-Up. In connection with any each underwritten Public Offering of Company Ordinary Shares expected to result in gross proceeds of at least $75,000,000each participating Holder hereby agrees, if requested by (irequested, to execute and deliver, a lock‑up agreement with the underwriter(s) the managing underwriters of such Public Offering and (the “Principal Lock‑Up Agreement”) restricting such Holder’s right to (i) Transfer any Shares or (ii) enter into any swap or other arrangement that transfers to another any of the Companyeconomic consequences of ownership of Shares, in each case to the extent that such restrictions are agreed to (A) in the case of a Company-initiated demand registration under Section 3.1 hereof, by Investors holding a majority of the Shares proposed to be offered and (B) otherwise, by the holders of a majority of the Shares participating in the Public Offering, or the Holders of a Majority of Included Registrable Securities, in the case of any Underwritten Shelf Takedown or Underwritten Demand pursuant to Section 2(a) or 2(b), each Holder of Registrable Securities participating in such Public Offering and, if requested by the managing underwriters of such Public Offering, each other Holder of Registrable Securities shall enter into a customary lock-up agreement with the managing underwriters of such Public Offering to not make any sale or other disposition of any of the Company’s Capital Stock owned by such Holder (a “Lock-Up Agreement”); provided that all executive officers and directors of the Company and the Holders requesting such Lock-Up Agreements are bound by and have entered into substantially similar Lock-Up Agreements; provided, furtherhowever, that nothing herein no Holder shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree be required by this Section 2 to be bound by a lock‑up agreement covering a period of greater than 90 days following the restrictions set forth date of the final prospectus relating to such underwritten Public Offering plus such additional period of up to 17 days as may be required by the underwriters to satisfy FINRA regulations and permit the managing underwriters’ analysts to publish research updates. Notwithstanding the foregoing, such lock‑up agreement shall not apply to (i) transactions relating to shares of Common Stock or other securities acquired in (A) open market transactions or block purchases or (B) a Public Offering, (ii) Transfers to Permitted Transferees of such Holder in accordance with the terms of this Section 5(a); providedAgreement, further, that the foregoing provisions shall only be applicable to the Holders if all shareholders, officers (iii) conversions of shares of Common Stock into other classes of Common Stock without change of holder and directors are treated similarly (iv) Transfers by any Holder or such Holder’s Permitted Transferees in connection with respect a bona fide gift to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. The Company may impose stop-transfer instructions with respect to the shares of Capital Stock (or other securities) subject to the restrictions set forth in this Section 5(a) until the end of the applicable period of the Lock-Up Agreement. The provisions of this Section 5(a) shall cease to apply to such Holder once such Holder no longer beneficially owns any Registrable SecuritiesCharitable Organization.

Holder Lock-Up. In connection with any underwritten Public Offering of Company Ordinary Shares expected to result in gross proceeds of at least $75,000,00050.0 million, if requested by (i) the managing underwriters of such Public Offering and (ii) the Company, in the case of a Company-initiated Public Offering, or the Holders of a Majority of Included Registrable Securities, in the case of any Underwritten Shelf Takedown or Underwritten Demand pursuant to Section 2(a) or 2(b), each Holder of Registrable Securities participating in such Public Offering and, if requested by the managing underwriters of such Public Offering, each other Holder of Registrable Securities that together with its Affiliates beneficially owns more than 1% of the Company Common Stock, shall enter into a customary lock-up agreement with the managing underwriters of such Public Offering to not make any sale or other disposition of any of the Company’s Capital Stock owned by such Holder (a “Lock-Up Agreement”); provided that all executive officers and directors of the Company and the Holders requesting such Lock-Up Agreements are bound by and have entered into substantially similar Lock-Up Agreements; provided, further, that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 5(a); provided, further, that the foregoing provisions shall only be applicable to the Holders if all shareholdersstockholders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. The Company may impose stop-transfer instructions with respect to the shares of Capital Stock (or other securities) subject to the restrictions set forth in this Section 5(a6(a) until the end of the applicable period of the Lock-Up Agreement. The provisions of this Section 5(a6(a) shall cease to apply to such Holder once such Holder no longer beneficially owns any Registrable Securities.

Holder Lock-Up. In connection with any each underwritten Public Offering of Company Ordinary Shares expected to result in gross proceeds of at least $75,000,000, if requested by (i) the managing underwriters of such Public Offering and (ii) the Company, in the case of a Company-initiated Public Offering, or the Holders of a Majority of Included Registrable Securities, in the case of any Underwritten Shelf Takedown or Underwritten Demand pursuant to Section 2(a) or 2(b), each Holder of Registrable Securities participating in such Public Offering hereby agrees to be bound by and, if requested by the managing underwriters of such Public Offeringrequested, each other Holder of Registrable Securities shall enter into to execute and deliver a customary lock-up agreement with the managing underwriters underwriter(s) of such Public Offering to not make any sale or other disposition of any of (the Company’s Capital Stock owned by such Holder (a “Principal Lock-Up Agreement”); provided ) restricting such Holder’s right to (i) Transfer any Shares or (ii) enter into any swap or other arrangement that all executive officers and directors transfers to another any of the Company economic consequences of ownership of Shares, in each case to the extent that such restrictions are agreed to (A) in the case of an Initial Public Offering that is not initiated pursuant to Section 3.1.1, by the Board, (B) in the case of a demand registration under Section 3.1 hereof, by Investors holding a majority of the Shares proposed to be offered and (C) otherwise, by the Holders requesting such Lock-Up Agreements are holders of a majority of the Shares participating in the Public Offering; provided, however, that no Holder shall be required by this Section 2 to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Initial Public Offering) following the effectiveness of the related registration statement plus such additional period of up to 17 days as may be required by the underwriters to satisfy NASD regulations and have entered into substantially similar Lock-Up Agreementspermit the managing underwriters’ analysts to publish research updates; provided, further, that nothing herein shall prevent any no Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree will be required by this Section 2 to be bound by a lock-up agreement unless the restrictions set forth Holders that hold a majority of the Shares held by all Holders execute such a lock-up agreement with the underwriter(s) of the applicable Public Offering. Notwithstanding the foregoing, such lock-up agreement shall not apply to (i) transactions relating to shares of Common Stock or other securities acquired in (A) open market transactions or block purchases after the completion of the Initial Public Offering or (B) a Public Offering, (ii) Transfers to Permitted Transferees of such Holder in accordance with the terms of this Section 5(a)Agreement, and (iii) conversions of shares of Common Stock into other classes of Common Stock without change of holder. In addition, notwithstanding the foregoing, any Holder, or group of Affiliated Funds that are Holders, beneficially holding at Closing more than 5% of the outstanding Shares as of the Closing may elect not to be bound by any lock-up agreement for a Public Offering following (but not including) the first Public Offering after the Initial Public Offering that includes the sale of Shares by a Holder; provided, furtherhowever, that the foregoing provisions shall only if such a Holder elects not to be applicable to the Holders if all shareholdersso bound, officers and directors are treated similarly then such Holder will not have piggyback registration rights under Section 3.2 hereof or demand registration rights under Section 3.1 hereof with respect to such Public Offering or any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. The Company may impose stop-transfer instructions with respect to the shares of Capital Stock (or other securities) subject to the restrictions set forth in this Section 5(a) until the end of the applicable period of the Lock-Up Agreement. The provisions of this Section 5(a) shall cease to apply to such Holder once such Holder no longer beneficially owns any Registrable Securitiesfuture Public Offering thereafter.

Holder Lock-Up. In connection with any underwritten Public Offering of Company Ordinary Common Shares expected to result in gross proceeds of at least $75,000,000, if requested by (i) the managing underwriters of such Public Offering and (ii) the Company, in the case of a Company-initiated Public Offering, or the Holders of a Majority of Included Registrable Securities, in the case of any Underwritten Shelf Takedown or Underwritten Demand pursuant to Section 2(a) or 2(b), each Holder of Registrable Securities participating in such Public Offering and, if requested by the managing underwriters of such Public Offering, each other Holder of Registrable Securities shall enter into a customary lock-up agreement with the managing underwriters of such Public Offering to not make any sale or other disposition of any of the Company’s Capital Stock owned by such Holder (a “Lock-Up Agreement”); provided that all executive officers and directors of the Company and the Holders requesting such Lock-Up Agreements are bound by and have entered into substantially similar Lock-Up Agreements; provided, further, that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 5(a); provided, further, that the foregoing provisions shall only be applicable to the Holders if all shareholders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. The Company may impose stop-transfer instructions with respect to the shares of Capital Stock (or other securities) subject to the restrictions set forth in this Section 5(a) until the end of the applicable period of the Lock-Up Agreement. The provisions of this Section 5(a) shall cease to apply to such Holder once such Holder no longer beneficially owns any Registrable Securities.

Holder Lock-Up. In connection with any each underwritten Public Offering of Company Ordinary Shares expected to result in gross proceeds of at least $75,000,000, if requested by (i) the managing underwriters of such Public Offering and (ii) the Company, in the case of a Company-initiated Public Offering, or the Holders of a Majority of Included Registrable Securities, in the case of any Underwritten Shelf Takedown or Underwritten Demand pursuant to Section 2(a) or 2(b), each Holder of Registrable Securities participating in such Public Offering hereby agrees to be bound by and, if requested by the managing underwriters of such Public Offeringrequested, each other Holder of Registrable Securities shall enter into to execute and deliver a customary lock-up agreement with the managing underwriters underwriter(s) of such Public Offering to not make any sale or other disposition of any of (the Company’s Capital Stock owned by such Holder (a “Principal Lock-Up Agreement”); provided ) restricting such Holder’s right to (i) Transfer any Shares or (ii) enter into any swap or other arrangement that all executive officers and directors transfers to another any of the Company economic consequences of ownership of Shares, in each case to the extent that such restrictions are agreed to (A) in the case of a demand registration under Section 3.1 hereof, by Investors holding a majority of the Shares proposed to be offered and (B) otherwise, by the Holders requesting such Lock-Up Agreements are holders of a majority of the Shares participating in the Public Offering; provided, however, that no Holder shall be required by this Section 2 to be bound by a lock-up agreement covering a period of greater than 90 days following the effectiveness of the related registration statement plus such additional period as may be required by the underwriters to satisfy FINRA regulations and have entered into substantially similar Lock-Up Agreementspermit the managing underwriters’ analysts to publish research updates; provided, further, that nothing herein shall prevent any no Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree will be required by this Section 2 to be bound by a lock-up agreement unless the restrictions set forth Holders that hold a majority of the Shares held by all Holders execute such a lock-up agreement with the underwriter(s) of the applicable Public Offering. Notwithstanding the foregoing, such lock-up agreement shall not apply to (i) transactions relating to shares of Common Stock or other securities acquired in (A) open market transactions or block purchases or (B) a Public Offering, (ii) Transfers to Permitted Transferees of such Holder in accordance with the terms of this Section 5(a)Agreement, and (iii) conversions of shares of Common Stock into other classes of Common Stock without change of holder; provided, furtherin the case of each of (i) and (ii), that if and only if (x) such transactions are not required to be reported in any public report or filing with the foregoing provisions shall only be Commission, or otherwise, during the applicable to the Holders if all shareholders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. The Company may impose stop-transfer instructions with respect to the shares of Capital Stock period; and (or other securitiesy) subject to the restrictions set forth in this Section 5(a) until the end of the applicable period of the Lock-Up Agreement. The provisions of this Section 5(a) shall cease to apply to such Holder once does not otherwise voluntarily effect any public filing or report regarding such Holder no longer beneficially owns any Registrable Securitiestransactions during such lock-up period.

Holder Lock-Up. In connection with any underwritten Public Offering of Company Ordinary Shares expected to result in gross proceeds of at least $75,000,000Offering, if requested by (i) the managing underwriters of such Public Offering and (ii) the Company, in the case of a Company-initiated Public Offering, or the Holders of a Majority of Included Registrable Securities, in the case of any Underwritten Shelf Takedown or Underwritten Demand pursuant to Section 2(a) or 2(b), each Holder of Registrable Securities participating in such Public Offering Offering, that, together with its Affiliates, beneficially owns more than one percent (1%) of the then-outstanding Ordinary Shares and ADS (on an Ordinary Share-equivalent basis), and, if requested by the managing underwriters of such Public Offering, each other Holder that together with its Affiliates beneficially owns more than one percent (1%) of Registrable Securities the then-outstanding Ordinary Shares and ADS (on an Ordinary Share-equivalent basis) (“Non-Participating Holders”) shall enter into a customary lock-up agreement with the managing underwriters of such Public Offering to not make any sale or other disposition of any of the Company’s Capital Stock owned by such Holder (a “Lock-Up Agreement”); provided that (i) all executive officers and directors of the Company and the Holders requesting such Lock-Up Agreements are bound by and have entered into substantially similar Lock-Up AgreementsAgreements on no more favorable terms; provided(ii) such Lock-Up Agreements shall provide for customary exceptions, furtherincluding that such Lock-Up Agreements shall not restrict the ability of such Non-Participating Holders to pledge Ordinary Shares and ADS as collateral pursuant to any financing arrangements, that including margin loans, but excluding financings where the principal purpose is to dispose of the Ordinary Shares or ADS; (iii) in order to participate in the Re-IPO or Demand Re-IPO, as applicable, a Holder must sign a Lock-Up Agreement if requested, even if such Holder beneficially owns less than one percent (1%) of the outstanding Ordinary Shares and ADS (on an Ordinary Share-equivalent basis); (iv) nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 5(a)4; provided, further, that and (v) the foregoing provisions shall only be applicable to the Holders if all shareholders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. The Company may impose stop-transfer instructions with respect to the shares of Capital Stock (or other securities) subject to the restrictions set forth in this Section 5(a4(a) until the end of the applicable period of the Lock-Up Agreement. The provisions of this Section 5(a4(a) shall cease to apply to such Holder once such Holder no longer beneficially owns any Registrable Securities.

Holder Lock-Up. In connection with any underwritten Public Offering of Company Ordinary Shares Second Lien Notes expected to result in gross proceeds of at least $75,000,000, if requested by (i) the managing underwriters of such Public Offering and (ii) the Company, in the case of a Company-initiated Public Offering, or the Holders of a Majority of Included Registrable Securities, in the case of any Underwritten Shelf Takedown or Underwritten Demand pursuant to Section 2(a) or Section 2(b), each Holder of Registrable Securities participating in such Public Offering and, if requested by the managing underwriters of such Public Offering, each other Holder of Registrable Securities shall enter into a customary lock-up agreement with the managing underwriters of such Public Offering to not make any sale or other disposition of any of the Company’s Capital Stock Second Lien Notes owned by such Holder (a “Lock-Up Agreement”); provided that all executive officers and directors of the Company and the Holders requesting such Lock-Up Agreements are bound by and have entered into substantially similar Lock-Up Agreements; provided, further, that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 5(a); provided, further, that the foregoing provisions shall only be applicable to the Holders if all shareholderssecurityholders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. The Company may impose stop-transfer instructions with respect to the shares of Capital Stock Second Lien Notes (or other securities) subject to the restrictions set forth in this Section 5(a) until the end of the applicable period of the Lock-Up Agreement. The provisions of this Section 5(a) shall cease to apply to such Holder once such Holder no longer beneficially owns any Registrable Securities.

Holder Lock-Up. In connection with any each underwritten Public Offering of Company Ordinary Shares expected to result in gross proceeds of at least $75,000,000, if requested by (i) the managing underwriters of such Public Offering and (ii) the Company, in the case of a Company-initiated Public Offering, or the Holders of a Majority of Included Registrable Securities, in the case of any Underwritten Shelf Takedown or Underwritten Demand pursuant to Section 2(a) or 2(b), each Holder of Registrable Securities participating in such Public Offering hereby agrees to be bound by and, if requested by the managing underwriters of such Public Offeringrequested, each other Holder of Registrable Securities shall enter into to execute and deliver a customary lock-up agreement with the managing underwriters underwriter(s) of such Public Offering to not make any sale or other disposition of any of (the Company’s Capital Stock owned by such Holder (a “Principal Lock-Up Agreement”); provided ) restricting such Holder’s right to (i) Transfer any Shares or (ii) enter into any swap or other arrangement that all executive officers and directors transfers to another any of the Company economic consequences of ownership of Shares, in each case to the extent that such restrictions are agreed to (A) in the case of a demand registration under Section 3.1 hereof, by Investors holding a majority of the Shares proposed to be offered and (B) otherwise, by the Holders requesting such Lock-Up Agreements are holders of a majority of the Shares participating in the Public Offering; provided, however, that no Holder shall be required by this Section 2 to be bound by a lock-up agreement covering a period of greater than 90 days following the effectiveness of the related registration statement plus such additional period of up to 17 days as may be required by the underwriters to satisfy FINRA regulations and have entered into substantially similar Lock-Up Agreementspermit the managing underwriters’ analysts to publish research updates; provided, further, that nothing herein shall prevent any no Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree will be required by this Section 2 to be bound by a lock-up agreement unless the restrictions Holders that hold a majority of the Shares held by all Holders execute such a lock-up agreement with the underwriter(s) of the applicable Public Offering. Notwithstanding the foregoing, such lock-up agreement shall not apply to (i) transactions relating to shares of Common Stock or other securities acquired in (A) open market transactions or block purchases or (B) a Public Offering, (ii) Transfers to Permitted Transferees of such Holder in accordance with the terms of this Agreement, and (iii) conversions of shares of Common Stock into other classes of Common Stock without change of holder; provided, in the case of each of (i) and (ii), if and only if (x) such transactions are not required to be reported in any public report or filing with the Commission, or otherwise, during the applicable lock-up period; and (y) such Holder does not otherwise voluntarily effect any public filing or report regarding such transactions during such lock-up period. Notwithstanding anything contained herein to the contrary, the obligations set forth in this Section 5(a); provided, further, that the foregoing provisions 2 shall only be applicable to the Holders if all shareholders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. The Company may impose stop-transfer instructions terminate with respect to the shares Highfields Investors following the completion of Capital Stock (or other securities) subject the second Public Offering, that includes the sale of Shares by a Holder, after the completion of the Initial Public Offering. Notwithstanding anything contained herein to the restrictions contrary, the Highfields Investors may elect not to be bound by any lock-up agreement for the second Public Offering that includes the sale of Shares by a Holder after the Initial Public Offering; provided, however, that if the Highfields Investors elect not to be so bound, then they will not have piggyback registration rights under Section 3.2 hereof with respect to such Public Offering. In addition, the obligations set forth in this Section 5(a) until 2 shall automatically terminate with respect to the end Highfields Investors following the completion of the applicable period second Public Offering that includes the sale of Shares by a Holder after the completion of the Lock-Up Agreement. The provisions of this Section 5(a) shall cease to apply to such Holder once such Holder no longer beneficially owns any Registrable SecuritiesInitial Public Offering.

Holder Lock-Up. In connection with any each underwritten Public Offering of Company Ordinary Shares expected to result in gross proceeds of at least $75,000,000, if requested by (i) the managing underwriters of such Public Offering and (ii) the Company, in the case of a Company-initiated Public Offering, or the Holders of a Majority of Included Registrable Securities, in the case of any Underwritten Shelf Takedown or Underwritten Demand pursuant to Section 2(a) or 2(b), each Holder of Registrable Securities participating in such Public Offering hereby agrees to be bound by, and, if requested by the managing underwriters of such Public Offeringrequested, each other Holder of Registrable Securities shall enter into to execute and deliver, a customary lock-up agreement with the managing underwriters underwriter(s) of such Public Offering to not make any sale or other disposition of any of (the Company’s Capital Stock owned by such Holder (a “Principal Lock-Up Agreement”); provided ) restricting such Holder’s right to (i) Transfer any Shares or (ii) enter into any swap or other arrangement that all executive officers and directors transfers to another any of the Company economic consequences of ownership of Shares, in each case to the extent that such restrictions are agreed to (A) in the case of an Initial Public Offering that is not initiated pursuant to Section 3.1.1, by the Board, (B) in the case of a demand registration under Section 3.1 hereof, by Investors holding a majority of the Shares proposed to be offered and (C) otherwise, by the Holders requesting such Lock-Up Agreements are bound by and have entered into substantially similar Lock-Up Agreementsholders of a majority of the Shares participating in the Public Offering; provided, furtherhowever, that nothing herein no Holder shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree be required by this Section 2 to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the restrictions set forth in case of the Initial Public Offering) following the effectiveness of the related registration statement plus such additional period of up to 17 days as may be required by the underwriters to satisfy NASD regulations and permit the managing underwriters’ analysts to publish research updates; provided further, that no Holder will be required by this Section 5(a)2 to be bound by a lock-up agreement unless the Holders that hold a majority of the Shares held by all Holders execute such a lock-up agreement with the underwriter(s) of the applicable Public Offering. Notwithstanding the foregoing, such lock-up agreement shall not apply to (i) transactions relating to shares of Common Stock or other securities acquired in (A) open market transactions or block purchases after the completion of the Initial Public Offering or (B) a Public Offering, (ii) Transfers to Permitted Transferees of such Holder in accordance with the terms of this Agreement and (iii) conversions of shares of Common Stock into other classes of Common Stock without change of holder. In addition, notwithstanding the foregoing, any Holder, or group of Affiliated Funds that are Holders, beneficially holding at Closing more than 5% of the outstanding Shares as of the Closing may elect not to be bound by any lock-up agreement for a Public Offering following (but not including) the first Public Offering after the Initial Public Offering that includes the sale of Shares by a Holder; provided, furtherhowever, that the foregoing provisions shall only if such a Holder elects not to be applicable to the Holders if all shareholdersso bound, officers and directors are treated similarly then such Holder will not have piggyback registration rights under Section 3.2 hereof or demand registration rights under Section 3.1 hereof with respect to such Public Offering or any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. The Company may impose stop-transfer instructions with respect to the shares of Capital Stock (or other securities) subject to the restrictions set forth in this Section 5(a) until the end of the applicable period of the Lock-Up Agreement. The provisions of this Section 5(a) shall cease to apply to such Holder once such Holder no longer beneficially owns any Registrable Securitiesfuture Public Offering thereafter.

Holder Lock-Up. In connection with any each underwritten Public Offering of Company Ordinary Shares expected each Stockholder hereby agrees to result in gross proceeds of at least $75,000,000, if requested be bound by (i) the managing underwriters of such Public Offering and (ii) the Company, in the case of a Company-initiated Public Offering, or the Holders of a Majority of Included Registrable Securities, in the case of any Underwritten Shelf Takedown or Underwritten Demand pursuant to Section 2(a) or 2(b), each Holder of Registrable Securities participating in such Public Offering and, if requested by the managing underwriters of requested, to execute and deliver such Public Offering, each other Holder of Registrable Securities shall enter into a customary lock-up agreement with the managing underwriters underwriter(s) of such Public Offering restricting such Stockholder’s right to not make (a) Transfer, directly or indirectly, any sale shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (b) enter into any swap or other disposition of arrangement that transfers to another any of the Company’s Capital Stock owned economic consequences of ownership of Common Stock, in each case to the extent that such restrictions are agreed to by a majority of the Investor Groups with the underwriter(s) of such Holder Public Offering (a the “Principal Lock-Up Agreement”); provided provided, however, that all executive officers and directors no Stockholder shall be required by this Section 2 to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Company and IPO) following the Holders requesting effectiveness of the related registration statement plus such Lock-Up Agreements are bound additional period as may be required by and have entered into substantially similar Lock-Up Agreementsthe underwriters to satisfy NASD regulations; provided, further, that nothing herein no Stockholder shall prevent any Holder from making be required by this Section 2 to be bound by a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, lock-up agreement unless all Investors agree to be bound by the restrictions set forth in this Section 5(a); provided, further, that the foregoing provisions shall only be applicable to the Holders if all shareholders, officers and directors are treated similarly with respect to any release prior to the termination of the such lock-up period agreement. Notwithstanding the foregoing, such that if any such persons are released, then all Holders lock-up agreement shall also be released not apply to the same extent on a pro rata basis. The Company may impose stop-transfer instructions with respect (i) transactions relating to the shares of Capital Common Stock (or other securitiessecurities acquired in (a) subject to open market transactions or block purchases after the restrictions set forth in this Section 5(a) until the end consummation of the applicable period closing of the Lock-Up Agreement. The provisions IPO or (b) a Public Offering, (ii) Transfers to Permitted Transferees of such Stockholder in accordance with the terms of this Section 5(aAgreement, (iii) shall cease conversions of shares of Stock into other classes of Stock without change of holder and (iv) during the period preceding the execution of the underwriting agreement, Transfers to apply to such Holder once such Holder no longer beneficially owns any Registrable Securitiesa Charitable Organization in accordance with the terms of this Agreement.

Holder Lock-Up. In connection with any each underwritten Public Offering Offering, each Stockholder holding more than three percent (3%) of Company Ordinary the outstanding Shares expected hereby agrees to result in gross proceeds of at least $75,000,000be bound by and, if requested by (irequested, to execute and deliver any lock-up agreement with the underwriter(s) the managing underwriters of such Public Offering and restricting such Stockholder’s right to (i) Transfer, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (ii) enter into any swap or other arrangement that transfers to another Person any of the Companyeconomic consequences of ownership of Common Stock, in each case to the extent that such restrictions are approved and agreed to, in the case of a Company-initiated the Initial Public Offering, or by the Holders of a Majority of Included Registrable SecuritiesInvestors and, in the case of any Underwritten Shelf Takedown or Underwritten Demand pursuant to Section 2(a) or 2(b), each Holder of Registrable Securities participating in such Public Offering and, if requested by the managing underwriters of such other Public Offering, each other Holder by the holders of Registrable Securities shall enter into a customary lock-up agreement with majority of the managing underwriters of such Shares participating in the Public Offering to not make any sale or other disposition of any of (the Company’s Capital Stock owned by such Holder (a “Principal Lock-Up Agreement”); provided that all executive officers and directors no Stockholder will be required by this Section 3 to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Company Initial Public Offering) following the execution of the underwriting agreement governing such Public Offering plus such additional period of up to 34 days as may be required by the underwriters to satisfy FINRA regulations and permit the Holders requesting such Lock-Up Agreements are managing underwriters’ analysts to publish research updates. Also, no Stockholder will be required by this Section 3 to be bound by and have entered into substantially similar Locka lock-Up Agreements; provided, further, that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise in compliance with up agreement unless the applicable securities laws, so long as such distributees or transferees, as applicable, Majority Investors agree to be bound by the restrictions set forth in this Section 5(a); provided, further, that the foregoing provisions shall only be applicable to the Holders if all shareholders, officers and directors are treated similarly with respect to any release prior to the termination of the such lock-up period agreement. Notwithstanding the foregoing, such that if lock-up agreement shall not apply to any such persons are releasedof the following specifically authorized Transfers: (i) transactions relating to shares of Common Stock or other securities acquired in a Public Offering or acquired in open market transactions or block purchases, then all Holders shall also be released (ii) Transfers to Permitted Transferees and (iii) to the same extent on a pro rata basis. The Company may impose stop-transfer instructions with respect to the applicable, conversions of shares of Capital Common Stock (or into other securities) subject to the restrictions set forth in this Section 5(a) until the end classes of common stock of the applicable period Company without change of the Lock-Up Agreement. The provisions of this Section 5(a) shall cease to apply to such Holder once such Holder no longer beneficially owns any Registrable Securitiesholder.