Common use of Lock-Up Agreement Clause in Contracts

Lock-Up Agreement. DARA agrees that, at the request of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to 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, lend or otherwise transfer or dispose of, any shares of Common Stock or any Derivative Securities; (b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactions.

Lock-Up Agreement. DARA Each Stockholder hereby agrees that, at the request that in connection with any registration of securities of the underwriter(s) of SVI’s IPO and provided such IPO is completed on Company relating to an underwritten offering thereof to the general public, to the extent requested by the Company or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit underwriter of such underwriter(soffering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) in accordance with this Section 8.2 (or more of the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreementoutstanding shares of Common Stock, DARA will agree that it or is an officer, director or employee of the Company) shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafterwhether or not such Stockholder is participating in such registration, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, sell grant any option or contract right to purchase, purchase any option or contract to selllend, grant any optionpledge, right or warrant to purchase, lend or otherwise transfer or dispose of, any shares of Common Stock or any Derivative Securities; (b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership or otherwise transfer or dispose of shares of Common Stock; (other than in a private sale or (cto donees who agree to be similarly bound) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of other securities convertible into Common Stock (other than those shares, if any, which are in fact included in such registration) without the prior written consent of the Company or other securitiesthe applicable underwriters, in cash or otherwise. In additionas the case may be, upon for such period (the Closing and prior “Lock-Up Period”) of time (not to the earlier of exceed (x) one hundred eighty (180) days with respect to the effectiveness initial public offering of the restrictions set forth in the Lock-Up AgreementCommon Stock, or (y) June 30, 2010, DARA ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that it shall not transfer (to the extent such Stockholder then holds, individually or dispose together with its Affiliates, two percent (2%) or more of any the outstanding shares of Common Stock Stock, or is an officer, director or employee of the Company), if reasonably requested by any Derivative Securities underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (other than pursuant to this Agreementcontaining customary terms) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired reasonably requested by such transferee. No transfer in violation of underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants Lock-Up Period contained in this Section 8.2 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a material inducement for SVI party hereto. The provisions of this Section 2(j) shall not be deemed to enter into this Agreement and to consummate prevent the Contemplated TransactionsStockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offering.

Lock-Up Agreement. DARA Each Holder hereby agrees thatthat it will not, at without the request prior written consent of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall notmanaging underwriter, during the period beginning commencing on the date of the final prospectus for the delivery of shares of Common Stock pursuant relating to the IPO and ending either on the date specified by the Company and the managing underwriter (i) such period not to exceed one hundred eighty (180) days thereafterdays, or which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (18015) days after if the date Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the prospectus for expiration of the delivery of shares of Common Stock pursuant to the IPO180-day lockup period, such earlier date: (ai) lend; offer, ; pledge, ; sell, announce the intention to sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, lend ; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any Derivative Securities; securities convertible into or exercisable or exchangeable (bdirectly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (ii) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casesuch securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash cash, or otherwise. In addition, upon the Closing and prior The foregoing provisions of this Section 2.9 shall apply only to the earlier IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (x5%) of the effectiveness Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares or all of Common Stock such agreements by the Company or any Derivative Securities (other than pursuant the underwriters shall apply pro rata to this Agreement) unless and until the proposed transferee(s) has agreed in writing all Holders subject to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effectagreements, and no such transfer shall be made or recorded based on the books number of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI shares subject to enter into this Agreement and to consummate the Contemplated Transactionssuch agreements.

Lock-Up Agreement. DARA agrees that, at During the request period commencing with the Effective Date and ending on the earlier of (i) the twenty-four (24) month anniversary of the underwriter(sEffective Date and (ii) the date on which the Company first publicly announces the results of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement Phase 2 Clinical Trial for a XEN901 Product (each as defined in the benefit of such underwriter(sCollaboration Agreement) in accordance with this Section 8.2 (the “Lock-Up AgreementPeriod”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during without the period beginning on the date prior approval of the prospectus for Company, the delivery of shares of Common Stock pursuant to the IPO and ending either Investor shall not (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to 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 purchasefor the sale or, lend or otherwise dispose of or transfer or dispose of, any of the Purchased Shares (together with (a) any shares of Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation, or any Derivative Securities; similar recapitalization and (b) any shares of Common Stock issued as (or issuable upon the exercise of any warrant or other securities that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, the Purchased Shares (the “Lock-Up Securities”)), including, without limitation, any “short sale” or similar arrangement, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to another Persontransfer, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casePurchased Shares, whether any such swap or transaction is to be settled by delivery deliver of shares of Common Stock or other securities, in cash or otherwise. In addition; provided, upon however, that the Closing and prior foregoing shall not (A) prohibit the Investor or its Affiliates from transferring Lock-Up Securities to an Affiliate of the earlier of (x) Issuer if such transferee Affiliate executes an agreement with the effectiveness of Company to be bound by the restrictions set forth in this Section 10.3 and Section 10.4; (B) prohibit the Investor or its Affiliates from selling or otherwise disposing of or transferring Lock-Up AgreementSecurities into a tender offer by a Third Party or an issuer tender offer by the Company; and (C) restrict any sale or other disposal or transfer of Common Shares which are not Lock-Up Securities held by an executive officer or director of the Investor for his or her personal account, or that may occur (yor be deemed to occur) June 30, 2010, DARA agrees that it shall not transfer or dispose in connection with a Change of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation Control of the preceding sentence shall be Investor (replacing references to “Company” with “Investor” in the definition of any force or effect“Change of Control”). Transfers, sales and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants other disposals referred to in this Section 8.2 clauses (A) through (C) above are a material inducement for SVI referred to enter into this Agreement and to consummate the Contemplated Transactionsherein as “Excluded Transfers”.

Lock-Up Agreement. DARA Each holder of Registrable Securities agrees thatthat in connection with any public offering of the Company's Common Stock or other equity securities, at and upon the request of the underwriter(s) of SVI’s IPO and provided managing underwriter in such IPO is completed on or before June 30offering, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it holder shall not, without the prior written consent of such managing underwriter, during the period beginning thirty (30) days prior to the effective date of such registration and ending on the date of the prospectus for the delivery of shares of Common Stock pursuant specified by such managing underwriter (such period not to the IPO and ending either exceed ninety (i) one hundred eighty (18090) days thereafter, or (iiin the case of any registration) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any Derivative Securities; securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casesuch securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. In addition, upon the Closing The foregoing provisions of this Section 3 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2(a) and prior shall be applicable to the earlier holder of Registrable Securities only if all officers and directors of the Company and all stockholders owning more than ten (x10%) percent of the effectiveness Company's outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 3, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 3 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares lock-up agreement pertaining to any officer, director or holder of Common Stock or any Derivative Securities greater than ten (other than pursuant to this Agreement10%) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation percent of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsoutstanding Common Stock.

Lock-Up Agreement. DARA Each holder of Registrable Securities agrees thatthat in connection with any public offering of the Company’s Common Stock or other equity securities, at and upon the written request of the underwriter(s) of SVI’s IPO and provided managing underwriter in such IPO is completed on or before June 30offering, 2010such holder shall not, DARA will enter into a lock-up agreement for without the benefit prior written consent of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall notmanaging underwriter, during the period beginning commencing ten (10) days prior to the effective date of such registration and ending on the date of the prospectus for the delivery of shares of Common Stock pursuant specified by such managing underwriter (such period not to the IPO and ending either exceed ninety (i) one hundred eighty (18090) days thereafterin the case of any registration), or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any Derivative Securities; securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the registration statement for such offering, or (b) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casesuch securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. In additionThe foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2(a), upon the Closing Section 2(b) or Section 3(a), and prior shall be applicable to the earlier holders of (x) Registrable Securities only if all officers and directors of the effectiveness Company and all stockholders owning more than 5% of the Company’s outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares lock-up agreement pertaining to any officer, director or holder of Common Stock or any Derivative Securities (other greater than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation 5% of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsoutstanding Common Stock.

Lock-Up Agreement. DARA Both during and after the applicable Transfer Restriction Period, SteepRock agrees that, at in connection with an underwritten Public Offering in respect of which the request REIT Shares are being sold (including with respect to offerings pursuant to shelf registration statements), or in connection with any other Public Offering of the REIT Shares, if requested by the underwriter(s), it will enter into customary “lock-up” agreements pursuant to which it will agree not to, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any REIT Shares or any securities convertible or exchangeable into REIT Shares (including Common Units) (subject to customary exceptions), for a period not to exceed one-hundred and eighty (180) days from the effective date of SVI’s IPO the registration statement pertaining to such registrable REIT Shares or from such other date as may be requested by the underwriter(s). SteepRock further agrees that, in connection with an underwritten Public Offering in respect of which the REIT Shares are being sold, if requested by the managing underwriter(s), it will cause its directors, officers and provided Affiliates not to, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any REIT Shares or any securities convertible or exchangeable into REIT Shares (including Common Units) (subject to customary exceptions), for a period not to exceed one-hundred and eighty (180) days from the effective date of the registration statement pertaining to such IPO registrable REIT Shares or from such other date as may be requested by the underwriter(s). Notwithstanding the foregoing or anything to the contrary in this Agreement, if SteepRock or any of its Affiliates is completed on or before June 30not selling REIT Shares in the applicable offering, 2010, DARA will SteepRock shall not be required to enter into a lock-up agreement for the benefit unless officers and directors of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up AgreementKREF, DARA will agree and entities that it shall not, during the period beginning on the date are Affiliates of the prospectus for KKR Manager that own equity interests of SR Mezz, the delivery of shares of Common Stock pursuant Partnership or KREF, are required to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any enter into lock-up agreement that ends agreements on a date earlier than one hundred eighty (180) days after substantially the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to 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, lend or otherwise transfer or dispose of, any shares of Common Stock or any Derivative Securities; (b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionssame terms.

Lock-Up Agreement. DARA agrees that, at During the request of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “applicable Lock-Up Agreement”). Pursuant Period (and for the avoidance of doubt solely with respect to the Subject Shares to which such Lock-Up AgreementPeriod applies), DARA will agree that it the Shareholder and its Affiliates shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either not (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to 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, lend lend, assign, encumber, pledge, hypothecate, or otherwise directly transfer or dispose of, any shares of Common Stock the Subject Shares held or any Derivative Securities; beneficially owned by the Shareholder and its Affiliates or (bii) enter into any swap hedge, swap, put, call, short sale, derivative or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, to any Subject Shares held or beneficially owned by the registration of any shares of Common Stock or any Derivative Securities; in any case, Shareholder and its Affiliates whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock Subject Shares or other securities, in cash or otherwise. In addition; provided, upon the Closing that Shareholders and prior its Affiliates shall be entitled to the earlier of (x) collaterally assign and/or pledge its Subject Shares to any of its lenders or its Affiliates’ lenders; and (y) transfer its Subject Shares to any of its Affiliates. For the effectiveness avoidance of doubt, any securities of Parent that are subject to the restrictions set forth foregoing lock-up agreement shall be eligible for participation in the any share repurchase program conducted by Parent; provided, that any such securities are sold directly to Parent. For purposes of this Section 4, “Lock-Up Agreement, or Period” means the period from the date hereof through and including (yi) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 225th day following the date hereof with respect to the shares of Common Stock acquired by such transferee. No transfer in violation one-third of the preceding sentence Subject Shares held or beneficially owned by the Shareholder on the date hereof, (ii) the 365th day following the date hereof with respect to one-third of the Subject Shares held or beneficially owned by the Shareholder on the date hereof and (iii) the 450th day following the Closing Date with respect to one-third of the Subject Shares held or beneficially owned by the Shareholder; provided, further, that the Shareholder and its Affiliates may request that Parent release additional Subject Shares from the applicable Lock-Up Period (such consent not to be unreasonably withheld or delayed) in order to facilitate an orderly sell-down of Subject Shares by the Shareholder and its Affiliates. Notwithstanding the foregoing, if during any Lock-Up Period the Shareholder shall be deemed to own more than 9.9% of the outstanding Parent Shares, including as a result of any force stock repurchases by Parent, stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or effectsimilar transaction, and no the Shareholder may Transfer the number of Subject Shares so deemed to be owned by it in excess of 9.9% of the outstanding Parent Shares such transfer shall be made or recorded on that, immediately following such Transfer, the books Shareholder owns 9.9% of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsoutstanding Parent Shares.

Lock-Up Agreement. DARA agrees Investors agree that, at if Company completes an IPO (the request of the underwriter(s“IPO”) of SVI’s IPO and provided such IPO is completed on or before June 30December 31, 20102018, DARA Investors will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA Investors will agree that it they shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI Company director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to 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, lend or otherwise transfer or dispose of, any shares of Common Stock or any Derivative SecuritiesStock; (b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative SecuritiesStock; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (y) June 30December 31, 20102018, DARA agrees Investors agree that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVICompany. DARA Investor acknowledges that its covenants in this Section 8.2 are a material inducement for SVI Company to enter into this Agreement and to consummate the Contemplated Transactionsthis transaction.

Lock-Up Agreement. DARA agrees that, at the request No Management Investor or other holder of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 Restricted Shares shall (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (aA) offer, pledge, sell, announce the intention to 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, lend pledge or otherwise transfer dispose of (including sales pursuant to Rule 144), directly or dispose ofindirectly, any shares equity securities of Common Stock the Company or any Derivative Securities; of its Subsidiaries, or any securities convertible into or exchangeable or exercisable for such securities (bincluding equity securities of the Company or any of its Subsidiaries that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to another Persontransfers, in whole or in part, any of the economic consequences of or ownership of shares of Common Stock; or any securities referred to in clause (cA) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any caseabove, whether any such transaction is to be settled by delivery of shares of Common Stock or other such securities, in cash or otherwiseotherwise (each of (A), (B) and (C) above, a “Sale Transaction”), or (D) publicly disclose the intention to enter into any Sale Transaction, in any such case from the date the Company gives notice to the Management Investors that a preliminary or final prospectus has been circulated for a Public Offering and during the 90 days following the date of the final prospectus for such Public Offering (a “Holdback Period”), except as part of any such Public Offering, unless the underwriters managing such Public Offering otherwise agree in writing. In additionIf requested by the managing underwriters, upon each Management Investor and each other holder of Restricted Shares agrees to execute customary lock-up agreements consistent with the Closing and foregoing obligations with the managing underwriter(s) of an underwritten offering with a duration not to exceed the Holdback Period. If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the Holdback Period or (ii) prior to the earlier of (x) the effectiveness expiration of the restrictions set forth in Holdback Period, the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees Company announces that it shall not will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the Holdback Period will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). The Company may impose stop-transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 instructions with respect to the shares of Common Stock acquired by such transferee. No transfer in violation its common stock (or other securities) subject to the foregoing restriction during any Holdback Period or any period of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated TransactionsHoldback Extension.

Lock-Up Agreement. DARA agrees thatIn consideration for the Company agreeing to its obligations under this Agreement, at the each Holder of Registrable Securities agrees, in connection with any underwritten public offering of Company’s securities, upon request of the underwriter(s) of SVI’s IPO and provided underwriters managing such IPO is completed on or before June 30underwritten offering, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant not to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to 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 purchasefor the sale of, lend or otherwise sell or transfer or dispose of, any shares of the Company’s Common Stock or any Derivative Securities; (b) enter securities convertible into any swap or exchangeable or exercisable for the Company’s Common Stock, whether now owned or hereafter acquired by the Holder or with respect to which the Holder has or hereafter acquires the power of disposition, other arrangement that transfers than to another Personthe Company, in whole such public offering or in part, any a transfer of the economic consequences type permitted by the last sentence of ownership Section 2 hereof (collectively, “Sale Transactions”), during the period specified by the Company’s Board of shares Directors at the written request of Common Stock; the Company’s underwriters, with such period not to exceed (i) in the case of the Company’s initial public offering, 180 days following the effective date of the registration statement of the Company filed under the Securities Act with respect to the initial public offering, and (ii) in the case of any other underwritten public offering, 90 days following the date of the final prospectus for such public offering (the 180-day period specified in subsection (i) above and the 90-day period specified in this subsection (ii), the “Lock-Up Period”), in each case unless the underwriters managing such public offering otherwise agree in writing. Notwithstanding the foregoing, if required pursuant to then-applicable rules or regulations of FINRA, the Commission or any securities exchange on which the applicable class of the Company’s capital stock is then listed or traded, (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (c2) make any demand for, or exercise any right with respect toprior to the expiration of the Lock-Up Period, the registration Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the underwriters waive such extension in writing. The Holder hereby further agrees that if the requirements set forth in the immediately preceding sentence are then applicable, prior to engaging in any Sale Transaction that is subject to the terms of this Section 10 during the period to and including the 34th day following the expiration of the original Lock-Up Period, it will give notice thereof to the Company and will not consummate such Sale Transaction unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to this paragraph) has expired. Notwithstanding the foregoing, nothing in this Section shall restrict any Sale Transaction to which the underwriters consent in writing, and provided, further, that the foregoing covenants of the Holders shall be of no force or effect in respect of any shares offering unless each of the members of the Company Board, each of its executive officers and each other securityholder to whom the Company has granted any registration rights hereafter (and, in the case of the Company’s initial public offering, each of the holders of at least two percent (2%) (on a fully-diluted basis) of the Company’s Common Stock or any Derivative Securities; in any casesecurities convertible into or exchangeable or exercisable for Common Stock) are subject to restrictions on Sale Transactions that are at least as restrictive as those applicable to the Holders and the Holders are entitled, whether any such transaction is on a pari passu basis pro rata to be settled by delivery the number of shares then held, to any release of Common Stock or such restrictions to which such officers, directors and other securitiesholders may become entitled. Each Holder agrees that the Company may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of this Section, and if requested by the underwriters, to sign a customary form of lock-up agreement consistent with the foregoing, that in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness no event shall have a duration in excess of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsapplicable periods described above.

Lock-Up Agreement. DARA Ladies and Gentlemen: The undersigned understands that you, as representatives, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule II of the Underwriting Agreement (collectively, the “Underwriters”), with Ping Identity Holding Corp., a Delaware corporation (the “Company”), and the stockholders named in Schedule I of the Underwriting Agreement, providing for a public offering (the “Public Offering”) of the common stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, at during the request period beginning from the date of this Lock-Up Agreement and continuing to and including the underwriter(sdate that is 90 days after the date set forth on the final prospectus (the “Prospectus”) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for covering the benefit of such underwriter(s) in accordance with this Section 8.2 Public Offering (the “Lock-Up AgreementPeriod”). Pursuant to such Lock-Up Agreement, DARA will agree that it the undersigned shall not, during the period beginning on the date and shall not cause or direct any of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either its affiliates to, (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to selllend, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase, lend short sale or otherwise transfer or dispose of, of any shares of Common Stock common stock of the Company, or any options or warrants to purchase any shares of common stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of common stock of the Company (such options, warrants or other securities, collectively, “Derivative Securities; Instruments”), including, without limitation, any such shares or Derivative Instruments now owned or hereafter acquired, owned directly by the undersigned (bincluding holding as a custodian) enter into or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively, the “Undersigned’s Shares”), (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition of the Undersigned’s Shares (whether by the undersigned or someone other than the undersigned) of any shares of common stock of the Company or Derivative Instruments, whether any such transaction or arrangement by the undersigned would be settled by the delivery of common stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that transfers provides for, is designed to another Personor which could reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period. In addition, in whole or in partthe undersigned agrees that, any without the prior written consent of Xxxxxxx Xxxxx & Co. LLC on behalf of the economic consequences of ownership of shares of Common Stock; or (c) Underwriters, it will not, during the Lock-Up Period, make any demand for, for or exercise any right with respect to, the registration of any shares of Common Stock the Undersigned’s Shares during the Lock-Up Period. Notwithstanding the foregoing, to the extent the undersigned has demand and/or piggyback registration rights under any registration rights agreement described in the Prospectus, the undersigned may notify the Company privately that the undersigned is or will be exercising its demand and/or piggyback registration rights under any such registration rights agreement following the expiration of the Lock-Up Period and undertake preparations related thereto; provided that the foregoing notification and/or preparations do not request, require or result in the filing or confidential submission of a registration statement with the SEC or any Derivative Securities; other public announcement or activity regarding such registration by the undersigned, the Company or any third party during the Lock-Up Period (and no such filing, confidential submission, public announcement or activity shall be voluntarily made or taken by the undersigned, the Company or any third party during the Lock-Up Period). If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person or entity beneficially owns, directly or indirectly, 50% or more of the equity interests (excluding any non-economic interests) in any casethe undersigned, whether any such transaction is except for a natural person or entity that has executed a Lock-Up Agreement in substantially the same form as this Lock-Up Agreement. For purposes of this paragraph, “beneficially owns” shall mean solely a pecuniary interest under Rule 16a-1(a)(2) of the rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares: (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be settled bound in writing by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) with the prior written consent of Xxxxxxx Sachs & Co. LLC on behalf of the Underwriters, (iv) if the undersigned is a partnership, limited liability company or corporation, to (a) a partner, member or stockholder, as the case may be, of such partnership, limited liability company or corporation, (b) any wholly owned subsidiary of the undersigned, (c) an affiliate (as such term is defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”)) of the undersigned or (d) if a transferee referred to in clauses (a) through (c) above is not a natural person, any direct or indirect partner, member or shareholder of such transferee until the Shares come to be held by a natural person, if in any such case of clauses (a) through (d), such transfer is not for value and provided that the transferee agrees to be bound in writing by the restrictions set forth herein and if the undersigned is required to file a report under Section 16(a) of the Exchange Act, reporting such transfer during the Lock-Up AgreementPeriod, the undersigned shall clearly indicate in the footnotes thereto that such transfer is not for value, that the Shares subject to such transfer remain subject to restrictions set forth herein and that the filing relates to the circumstances described in this clause (iv), and no other public filing or announcement shall be required or shall be made voluntarily in connection with such transfer, (v) by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to be bound in writing by the restrictions set forth herein, if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in the aggregate beneficial ownership of the Undersigned’s Shares in connection with such transfer, the undersigned shall clearly indicate in the footnotes thereto that such transfer was by operation of law and that the Shares subject to such transfer remain subject to restrictions set forth herein, and no other public filing or announcement shall be required or shall be made voluntarily in connection with such transfer, (vi) (a) pursuant to a bona fide third party tender offer, merger, purchase, consolidation or other similar transaction that is approved by the board of directors of the Company and made to all holders of the Company’s capital stock involving a change of control of the Company (and nothing in this Lock-Up Agreement shall prohibit the undersigned from voting in favor of any such transaction or taking any other action in connection with such transaction), provided that in the event that such tender offer, merger, purchase, consolidation or other such transaction is not completed, the Undersigned’s Shares shall remain subject to the provisions of this Lock-Up Agreement or (b) to the Company for the payment of the exercise price upon the automatic “cashless” or “net” exercise of an option to purchase Shares in connection with the termination of such option pursuant to its terms upon a change of control of the Company, provided that such option was granted pursuant to a Company stock option plan or other incentive plan described in the registration statement related to the Public Offering and the Prospectus, (vii) pursuant to the exercise of an option to purchase Shares in connection with the termination of such option pursuant to its terms, provided that (a) such option was granted pursuant to a Company stock option plan or other incentive plan described in the registration statement related to the Public Offering and the Prospectus, (b) any Shares received upon such exercise shall be subject to the terms of this Lock-Up Agreement and (c) no filing under Section 16(a) of the Exchange Act or other public filing, report or announcement reporting a reduction in the aggregate beneficial ownership of the Undersigned’s Shares shall be required or shall be voluntarily made during the Lock-Up Period (vii), and no other public filing or announcement shall be required or shall be made voluntarily in connection with such exercise, (viii) to the Company (a) for the payment of the exercise price upon the “cashless” or “net” exercise of an option to purchase Shares in connection with the termination of such option pursuant to its terms, or (yb) June 30for the payment of tax withholdings (including estimated taxes) due as a result of the exercise of an option to purchase Shares in connection with the termination of such option pursuant to its terms, 2010in all such cases, DARA agrees provided that such option was granted pursuant to a Company stock option plan or other incentive plan described in the registration statement related to the Public Offering and the Prospectus, (ix) transfers to the Company of Shares in connection with the termination of service of an employee of the Company pursuant to agreements that provide the Company with an option to repurchase such shares, provided if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in aggregate beneficial ownership of the Undersigned’s Shares during the Lock-Up Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the termination of the undersigned’s employment, and provided further that such contractual arrangement (or a form thereof) is described in the Prospectus or filed as an exhibit to the Registration Statement, (x) pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) established prior to the date hereof; provided, that to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding sales made under the undersigned’s 10b5-1 Plan, such announcement or filing shall include a statement to the effect that the sale of such Shares are being made pursuant to the undersigned’s 10b5-1 Plan established prior to the date hereof[, provided further, that no such transfers of Shares may be made pursuant to such 10b5-1 Plan during the period beginning from the date of the Underwriting Agreement and continuing through and including 30 days from the date of the Underwriting Agreement,](1) or (xi) in connection with the Public Offering. With respect to clauses (i), (ii) and (viii) above, it shall not be a condition to such transfer that no public filing or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreementdisclosure under Section 16(a) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force Exchange Act or effect, and no such transfer other public report shall be made or recorded on during the books of SVI. DARA acknowledges that its covenants Lock-Up Period in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsconnection with such transfer.

Lock-Up Agreement. DARA Each Holder hereby agrees thatthat it will not, at without the request prior written consent of the underwriter(s) managing underwriter, during the period commencing on the effective date of SVI’s the registration statement relating to the IPO and provided ending on the date specified by the managing underwriter (such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 period (the “Lock-Up AgreementPeriod”). Pursuant ) not to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) exceed one hundred eighty (180) days thereafterdays, or such other period as may be requested by the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) if analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any SVI directorsuccessor provisions or amendments thereto; provided, executive officer or stockholder is subject to any lockhowever, that in no event will the Lock-up agreement that ends on a date earlier than one Up Period extend beyond two hundred eighty sixteen (180216) days after the effective date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: registration statement): (a) lend; offer, ; pledge, ; sell, announce the intention to sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, lend ; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any Derivative Securities; securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the registration statement for such offering or (b) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casesuch securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of shares of Common Stock or other securities, in cash cash, or otherwise. In additionThe foregoing provisions of this Section 11, upon the Closing and prior (w) shall apply only to the earlier IPO (but, for the avoidance of doubt, shall not apply to shares acquired by the Holder in the IPO; provided that upon a transfer of such shares, no public disclosure or filing under the Exchange Act by any party to the transfer shall be required, or made voluntarily, during the Lock-up Period); (x) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or dispose of any shares of Common Stock purchased in open market transactions after the completion of the IPO; (y) shall not apply, in the case of a Holder that is an entity, to the transfer of any shares during the Lock-Up Period to an affiliate of such Holder or any Derivative Securities (of the Holder’s stockholders, members, partners or other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing equity holders, provided that such affiliate, stockholder, member, partner or other equity holder agrees to be bound in writing by this Section 8.2 the restrictions set forth herein; and (z) shall only apply to the Holders if all officers and directors are subject to the same restrictions and the Company obtains a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all directors, officers, and Holders owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) subject to such agreements, based on the number of shares subject to such agreements, except that, notwithstanding the foregoing, the Company and the underwriters may, in their sole discretion, waive or terminate these restrictions with respect to up to one percent (1%) of the Company’s then outstanding shares of the Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated TransactionsStock.”

Lock-Up Agreement. DARA agrees that(i) By executing this Agreement, at the request each holder ----------------- of Onex Preferred Stock (and such holder's affiliates) who will, as a result of the underwriter(sMerger, own and/or have the right to acquire (with such holder's affiliates in the aggregate) one percent (1%) or more of SVI’s IPO the outstanding shares of TranSwitch Common Stock after giving effect to the Merger and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for each holder of Onex Common Stock other than the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Key Employee Lock-Up Parties (as defined in the Merger Agreement”). Pursuant to ) (each, a "Lock-Up Party" and collectively the "Lock-Up ------- Parties") agrees that such Lock-Up AgreementParty shall not sell, DARA will agree that it shall not, during the period beginning on the date of the prospectus offer for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offersale, pledge, sell------- hypothecate, announce the intention to 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, lend transfer or otherwise transfer or dispose of, any shares of Common Stock or any Derivative Securities; (b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of TranSwitch Common Stock or any Derivative Securities securities exchangeable or exercisable for TranSwitch Common Stock which the Lock-Up Party receives in connection with the Merger (other the "Securities"), otherwise than pursuant to this Agreement(a) unless and until as a bona fide gift or gifts, provided the proposed transferee(s) has agreed donee or donees thereof agree in writing to be bound by this Section 8.2 restriction, (b) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (c) with respect to dispositions of Common Shares acquired on the open market or (d) with the prior written consent of the Company, for a period commencing on the date hereof and terminating (X) as to one-third of such shares upon the Effective Date of the S-3 registration statement; (Y) as to one-third of such shares on the date that is forty-five (45) days after the effective date of the S-3 registration statement; and (Z) as to the final one-third on the date that is ninety (90) days after the effective date of the S-3 registration statement (the "Lock-up Period"); provided, however, that if the S-3 registration statement is not reviewed by the Securities and Exchange Commission, the final one-third of such shares shall be released on the earlier of (I) the ninetieth (90) day after the effective date of the S-3 registration statement and (II) December 27, 2001. The foregoing restriction has been expressly agreed to preclude the Lock-Up Party from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a disposition of Securities during the Lock-up Period, even if such Securities would be disposed of by someone other than the Lock-Up Party. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that included, relates to or derives any significant part of its value from Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of shares of TranSwitch Common Stock acquired or Securities held by such transferee. No transfer the undersigned except in violation of compliance with the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsforegoing restrictions.

Lock-Up Agreement. DARA Ladies and Gentlemen: This letter agreement (this "Agreement") relates to the proposed public offering (the "Offering") by Gold Standard Ventures Corp., a corporation existing under the laws of British Columbia (the "Company"), of its common shares, without par value (the "Shares"). In order to induce you and the other underwriters for which you act as representative (the "Underwriters") to underwrite the Offering, the undersigned hereby agrees that, at without the request prior written consent of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30Dxxxxxx Xxxx & Company, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 LLC (the “Lock-Up Agreement”"Representative"). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on from the date hereof until thirty (30) days from the date of the final prospectus for the delivery of shares of Common Stock pursuant to Offering (the IPO and ending either (i) one hundred eighty (180) days thereafter"Lock-Up Period"), or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: undersigned (a) will not, directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, sell, announce the intention to 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, lend borrow or otherwise transfer or dispose ofof any Relevant Security (as defined below), any shares of Common Stock or any Derivative Securities; and (b) will not establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" with respect to any Relevant Security (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and the rules and regulations promulgated thereunder), or otherwise enter into any swap swap, derivative or other transaction or arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences consequence of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casea Relevant Security, whether any or not such transaction is to be settled by delivery of shares of Common Stock or Relevant Securities, other securities, in cash or otherwiseother consideration. In additionAs used herein "Relevant Security" means the Shares, upon any other equity security of the Closing Company or any of its subsidiaries and prior any security convertible into, or exercisable or exchangeable for, any Shares or other such equity security. Notwithstanding the foregoing, the undersigned may: (i) transfer the undersigned's Relevant Securities pursuant to a bona fide third party takeover bid made to all holders of Shares of the Company or similar acquisition transaction whereby all or substantially all of the Shares of the Company are acquired by a third party, provided that in the event that the takeover or acquisition transaction is not completed, any Relevant Securities shall remain subject to the earlier of restrictions contained in this Agreement; (xii) the effectiveness of the restrictions set forth in the Lock-Up Agreementtransfer, sell or (y) June 30, 2010, DARA agrees that it shall not transfer or otherwise dispose of any shares or all of Common Stock the undersigned's Relevant Securities to (a) a spouse, parent, child or grandchild of the undersigned (a "Relation"), (b) corporations, partnerships, limited liability companies or other entities to the extent that such entities are, directly or indirectly, wholly owned by the undersigned and/or a Relation, (c) any Derivative trusts existing solely for the benefit of the undersigned and/or a Relation, provided that in the case of clauses (a), (b) and (c) the recipient of the undersigned's Relevant Securities (other than pursuant executes an agreement stating that the transferee is receiving and holding such Relevant Securities subject to the provisions of this Agreement and there shall be no further transfer of such Relevant Securities except in accordance with this Agreement; and (iii) unless and until pledge the proposed transferee(s) has agreed undersigned's Relevant Securities to a bank or other financial institution for the purpose of giving collateral for a debt made in good faith, but solely to the extent that such bank or financial institution agrees in writing to be bound by the terms of this Section 8.2 Agreement and there shall be no further transfer of such Relevant Securities except in accordance with this Agreement; provided that in the case of clauses (ii) and (iii) no filing by any party under the Exchange Act or applicable Canadian securities laws shall be required or shall be voluntarily made. The undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, Relevant Securities for which the undersigned is the record holder and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record holder, agrees during the Lock-Up Period to use reasonable best efforts to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, such Relevant Securities. The undersigned hereby further agrees that, without the prior written consent of the Representative, during the Lock-up Period the undersigned (x) will not file or participate in the filing with the U.S. Securities and Exchange Commission or any Canadian securities commission of any registration statement or prospectus, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (y) will not exercise any rights the shares undersigned may have to require registration with the U.S. Securities and Exchange Commission or any Canadian securities commission of Common Stock acquired by such transfereeany proposed offering or sale of a Relevant Security. No transfer in violation If for any reason (i) the registration statement relating to the Offering has been withdrawn for any reason prior to the consummation of the preceding sentence Offering or (ii) the Underwriting Agreement shall be of any force or effectterminated prior to the Closing Date (as defined in the Underwriting Agreement), and no such transfer this Agreement shall be made or recorded on terminated. This Agreement shall be governed by and construed in accordance with the books laws of SVIthe State of New York. DARA acknowledges that its covenants in Delivery of a signed copy of this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate letter by facsimile transmission shall be effective as delivery of the Contemplated Transactions.original hereof. Very truly yours, FCMI PARENT CO. /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Secretary

Lock-Up Agreement. DARA Ladies and Gentlemen: The undersigned understands that you (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Talend S.A., a société anonyme incorporated in the French Republic (the “Company”) and the Selling Shareholders listed in Schedule I to such agreement providing for a public offering (the “Public Offering”) of American Depositary Shares (the “ADSs”) representing ordinary shares of the Company (the “Underlying Shares”) pursuant to a Registration Statement on Form F-3 filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2017, as amended on October 13, 2017, and a Registration Statement on Form F-6 previously filed with the SEC. In consideration of the agreement by the Underwriters to offer and sell the ADSs, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, at during the request of period specified in the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 following paragraph (the “Lock-Up AgreementPeriod”). Pursuant to such Lock-Up Agreement, DARA the undersigned will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) not offer, pledge, sell, announce the intention to sell, contract to sell, sell pledge, grant any option to purchase, make any short sale, file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to, or otherwise dispose of (including, without limitation, entering into any swap or other arrangement that transfers to another, in whole or in part, any economic consequence of ownership interest), whether any of these transactions are to be settled by delivery of ADSs or Underlying Shares or other securities of the Company that are substantially similar to ADSs or Underlying Shares, in cash or otherwise, nor publicly disclose the intention to offer, sell, contract to sell, pledge, grant any option to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend make any short sale, file a registration statement under the Securities Act, or otherwise transfer dispose of any ADSs or dispose ofUnderlying Shares, any shares of Common Stock or any Derivative Securities; options or warrants to purchase any ADSs or Underlying Shares, or any securities convertible into, exchangeable for or that represent the right to receive ADSs or Underlying Shares, whether now owned or hereinafter acquired, owned directly by the undersigned (bincluding holding as a custodian) enter into or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”), other than any swap ADSs or Underlying Shares sold pursuant to the Public Offering as contemplated by the Underwriting Agreement or as otherwise provided herein. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other arrangement that transfers transaction which is designed to another Personor which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if the Undersigned’s Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, in whole sale or in part, grant of any right (including without limitation any put or call option) with respect to any of the economic consequences of ownership of shares of Common Stock; Undersigned’s Shares or (c) make with respect to any demand forsecurity that includes, relates to, or exercise derives any right with respect tosignificant part of its value from the Undersigned’s Shares. If the undersigned is an officer or director of the Company, the registration of undersigned further agrees that the foregoing provisions shall be equally applicable to any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon issuer-directed ADSs the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth undersigned may purchase in the Public Offering. The initial Lock-Up Agreement, or Period will commence on the date of this Lock-Up Agreement and continue for 45 days after the public offering date set forth on the final prospectus used to sell the ADSs (ythe “Public Offering Date”) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this the Underwriting Agreement) unless and until . Notwithstanding the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to foregoing, the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactions.undersigned may:

Lock-Up Agreement. DARA The Holder hereby agrees that, at that in the request event of the underwriter(s) of SVI’s IPO and provided Public Offering, such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it Holder shall not, during the period beginning on the effective date of the prospectus registration statement for the delivery of shares of Common Stock pursuant to the IPO Public Offering and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the effective date of the prospectus for the delivery of shares of Common Stock pursuant to the IPOsuch registration statement, such earlier date: (ai) offer, pledge, sell, announce the intention to sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock issued upon conversion of this Note (“Converted Stock”), or any Derivative Securities; (bii) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Converted Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. In addition, upon the Closing and prior The foregoing provisions shall not apply (A) to the earlier sale of any shares to an underwriter pursuant to an underwriting agreement or (xB) unless the effectiveness directors and officers of the restrictions Company agree to a lock-up provision substantially the same as that set forth in this Section 11 (except that the Lock-Up Agreement, or one hundred eighty (y180)-day period set forth in clause (a) June 30, 2010, DARA agrees that it above shall not transfer or dispose be twelve (12) months for such directors and officers). The underwriters of any shares such public offering of Common Stock or are intended third party beneficiaries of this lock-up agreement and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by such public offering of Common Stock that are consistent with this Section 8.2 11 or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the shares of Common Stock acquired by subject to the foregoing restriction until the end of such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsperiod.

Lock-Up Agreement. DARA agrees thatLadies and Gentlemen: The undersigned understands that Loewen, at Ondaatje, MxXxxxxxxx Limited (the request “Agent”) has entered into an agency agreement dated as of July __, 2005 (the “Agency Agreement”) with Adsero Corp. (the “Corporation”) providing for a private placement (the “Offering”) of Subscription Receipts of the underwriter(s) Corporation. Initially capitalized terms not otherwise defined herein shall have the meaning given to them, respectively, in the Agency Agreement. In consideration of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of such underwriter(s) in accordance with this Section 8.2 which is hereby acknowledged, the undersigned agrees that during the period beginning from the date hereof and ending on the day that is 180 days following the date of the closing of the Offering (the “Lock-Up AgreementPeriod”). Pursuant to such Lock-Up Agreement, DARA the undersigned will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafterdirectly or indirectly, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase, lend short sale or otherwise transfer or dispose of, of any shares of Common Stock common stock of the Corporation (“Shares”) or any Derivative financial instruments or securities convertible into, exercisable or exchangeable for, or that represent the right to receive Shares or similar securities now owned directly or indirectly by the undersigned, or under control or direction of the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership (collectively, the “Undersigned’s Securities; (b”) or enter into any swap swap, forward or other arrangement that transfers to another Person, in whole all or in part, any a portion of the economic consequences of associated with the ownership of shares the Undersigned’s Securities (regardless of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction arrangement is to be settled by the delivery of shares securities of Common Stock or other securitiesthe Corporation, in securities of another person, cash or otherwise. In addition, upon the Closing and prior ) or agree to the earlier of (x) the effectiveness do any of the restrictions set forth foregoing or publicly announce any intention to do any of the foregoing. The foregoing sentence shall not apply to (a) transfers to affiliates of the undersigned, any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned, (b) transfers as a distribution to limited partners, members or shareholders of the undersigned, as the case may be, (c) transfers occurring by operation of law, or (d) pledges of the Undersigned’s Securities as security for bona fide indebtedness of the undersigned given to a bank or other similar financial institution; provided, in each case, that any such transferee or pledge shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the 180-day period referred to herein. Notwithstanding the foregoing, the undersigned may transfer, sell or otherwise dispose of any of the Undersigned’s Securities with the prior written consent of the Agent, acting reasonably. The undersigned understands that the Corporation and the Agent are relying upon this Lock-Up AgreementAgreement in proceeding toward consummation of the Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s legal representatives, or (y) June 30successors, 2010and assigns, DARA agrees that it and shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect enure to the shares of Common Stock acquired by such transferee. No transfer in violation benefit of the preceding sentence shall be of any force or effectCorporation, the Agent and no such transfer shall be made or recorded on the books of SVItheir legal representatives, successors and assigns. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactions.Very truly yours, Witness [_____________________]

Lock-Up Agreement. DARA (a) In recognition of the benefit that the Distribution will confer upon the undersigned as a securityholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, at the request of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on the date hereof and ending on the date that is one (1) year from the date of (1) the execution of this Agreement or (2) the date on which the Stockholder becomes the legal holder of the prospectus for Shares, whichever is later (the delivery “Lock-Up Period”), the undersigned will not (and will cause any spouse, domestic partner, lineal descendant, parent, stepparent, sibling, stepsibling, uncle, aunt, niece, nephew, first cousin, or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin (“Immediate Family Member”) not to), without the prior written consent of shares of Common Stock pursuant to the IPO and ending either Company, which may withhold its consent in its sole discretion, directly or indirectly, (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention offer to sell, contract to sellsell or lend, sell effect any option short sale or contract to purchaseestablish or increase a Put Equivalent Position (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934, purchase as amended (the “Exchange Act”)) or liquidate or decrease any option Call Equivalent Position (as defined in Rule 16a-1(b) under the Exchange Act), pledge, hypothecate or contract to sell, grant any optionsecurity interest in, right or warrant to purchase, lend or otherwise in any other way transfer or dispose of, any shares of Common Stock or any Derivative Securities; (b) enter securities convertible into any swap or other arrangement that transfers to another Personexchangeable or exercisable for Common Stock, in whole each case whether now owned or in parthereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, any of the economic consequences of ownership of shares of Common Stock; or “Lock-Up Securities”), (cii) make any demand for, or exercise any right with respect to, to the registration of any shares of Common Stock the Lock-Up Securities, or the filing of any registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) in connection therewith, under the Securities Act of 1933, as amended (the “Securities Act”), (iii) enter into any swap, hedge or any Derivative other agreement or any transaction that transfers, in whole or in part, the economic consequence of ownership of the Lock-Up Securities; in any case, whether any such swap or transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (yiv) June 30, 2010, DARA agrees that it shall not transfer or dispose of publicly announce the intention to do any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsforegoing.

Lock-Up Agreement. DARA agrees You represent and warrant to Indus that you are the beneficial owner of 3,391,956 shares of Indus common stock (excluding the Shares) and 160,000 shares subject to outstanding options and warrants (collectively, the "Owned Shares") (which represent beneficial ownership of less than 10% of the outstanding common stock of Indus), that you hold all Owned Shares free and clear of any and all liens and encumbrances and that you have the sole power of disposition with respect to all Owned Shares. You also represent and warrant to Indus that neither you nor any of your affiliates (who beneficially own any of the Owned Shares) is a party to any option, warrant, purchase right, or other contract or commitment that could require you or it to sell, transfer, or otherwise dispose of any capital stock of Indus, other than this letter agreement and that neither you nor any of such affiliates is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Indus. You agree that, at except as contemplated hereby or with the request prior written consent of the underwriter(s) of SVI’s IPO and provided such IPO is completed on Indus, you will not directly or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either indirectly (i) one hundred eighty (180) days thereaftersell, pledge, encumber, grant an option with respect to, transfer or dispose of any of the Owned Shares or any economic, voting or other interest in any of the Owned Shares, or (ii) if any SVI directorenter into an agreement, executive officer commitment or stockholder is subject other arrangement to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offersell, pledge, sell, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sellencumber, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, any shares of Common Stock or any Derivative Securities; (b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right an option with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock such Owned Shares or any Derivative Securities (economic, voting or other than pursuant interest therein, for a period of one year from the date hereof. Notwithstanding the foregoing, you are permitted to this Agreement) unless and until make bona fide gifts of shares to your lineal descendants; provided that, prior to the effectiveness of any proposed transferee(s) transfer, the transferee has agreed in writing to be bound by hold such shares (or interest in such shares) subject to the terms of this Section 8.2 with respect 6. You also understand and agree to take all necessary action to the shares of Common Stock acquired by such transferee. No transfer in violation effect that all of the preceding sentence shall Owned Shares will be certificated and that certificate(s) representing the Owned Shares will bear the following legend: THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A LETTER AGREEMENT BETWEEN XXXXXX X. XXXXXX AND INDUS INTERNATIONAL, INC. ("INDUS") WHICH CONTAINS PROVISIONS RESTRICTING THE TRANSFER OF SUCH SHARES BY XX. XXXXXX. THESE SHARES AND INTERESTS IN THESE SHARES MAY NOT BE SOLD, PLEDGED, ENCUMBERED, TRANSFERRED OR DISPOSED OF, EXCEPT TO THE LINEAL DESCENDANTS OF XX. XXXXXX OR PURSUANT TO THE PRIOR WRITTEN CONSENT OF INDUS. IN ADDITION, THESE SHARES MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH FEDERAL AND APPLICABLE STATE SECURITIES LAWS. Indus agrees that it will provide to the transfer agent all necessary documentation such that the foregoing legend will be removed by the transfer agent at the expiration of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsrestricted period.

Lock-Up Agreement. DARA Each holder of Registrable Securities agrees thatthat in connection with any registered offering of the Common Stock or other equity securities of the Company, at and upon the request of the underwriter(s) of SVI’s IPO and provided managing underwriter in such IPO is completed on or before June 30offering, 2010such holder shall not, DARA will enter into a lock-up agreement for without the benefit prior written consent of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall notmanaging underwriter, during the period beginning commencing on the effective date of such registration and ending on the date of the prospectus for the delivery of shares of Common Stock pursuant specified by such managing underwriter (such period not to the IPO and ending either (i) one hundred eighty (180) days thereafterexceed 180 days), or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any Derivative Securities; securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the Registration Statement for such offering/(whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casesuch securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. In additionThe foregoing provisions of this Section 6.17 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 6.1 or 6.3, upon the Closing and prior shall be applicable to the earlier holders of (x) Registrable Securities only if all officers and directors of the effectiveness Company and all stockholders owning more than 10% of the Company’s outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 6.17, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 6.17 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares lock-up agreement pertaining to any officer, director or holder of Common Stock or any Derivative Securities (other greater than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation 10% of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsoutstanding Common Stock.

Lock-Up Agreement. DARA agrees The Shareholder hereby acknowledges and understands that, at in connection with the request OSI Initial Public Offering, the representatives (the "Representatives") of the underwriter(sunderwriters (the "Underwriters") of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will propose to enter into a lock-up an underwriting or purchase agreement (the "Purchase Agreement") with OSI, among others, providing for the benefit public offering of shares of OSI Common Stock. The Shareholder hereby acknowledges and understands that, in connection with the entering into of such underwriter(s) in accordance with this Section 8.2 Purchase Agreement, the Representatives, on behalf of the Underwriters, will require the execution and delivery by the Shareholder of an agreement (the “"Lock-Up Agreement”). Pursuant ") substantially to such Lock-Up Agreement, DARA will agree that it shall notthe effect that, during the a period beginning on of 180 days from the date of the prospectus for Purchase Agreement, the delivery Shareholder will not, without the prior written consent of shares of Common Stock pursuant to the IPO and ending either lead manager named in the final OSI Registration Statement, directly or indirectly, (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to 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 purchasefor the sale of, lend or otherwise dispose of or transfer or dispose of, any shares of OSI Common Stock or any Derivative Securities; securities convertible into or exchangeable or exercisable for OSI Common Stock, whether owned at the date of the Purchase Agreement or thereafter acquired by the Shareholder or with respect to which the Shareholder had at the date of the Purchase Agreement or thereafter acquires the power of disposition, or file any registration statement under the Securities Act with respect to any of the foregoing, or (bii) enter into any swap or any other arrangement agreement or any transaction that transfers to another Persontransfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of shares of the OSI Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such swap or transaction is to be settled by delivery of shares of OSI Common Stock or other securities, in cash or otherwise. In additionNotwithstanding the foregoing, upon without obtaining the Closing prior written consent of the lead manager named in the final OSI Registration Statement, the Shareholder will be permitted to transfer shares of OSI Common Stock otherwise subject to the Lock-Up Agreement to any immediate family member of the Shareholder, any trust established for the benefit of any such immediate family member or any corporation wholly owned by the Shareholder or any combination of the Shareholder and any of the foregoing, provided that, prior to such transfer and as a condition thereof, the earlier of (x) transferee shall deliver to the effectiveness of Representatives a written agreement to be bound by the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and Agreement until the proposed transferee(s) has agreed in writing expiration of the aforementioned 180-day period. 219 The Shareholder hereby irrevocably constitutes and appoints each of Dougxxx Xxxxxxx xxx Cindx Xxxxxx, xx either of them, as the Shareholder's true and lawful attorney-in-fact and agent to be bound by this Section 8.2 with respect execute and deliver to the shares of Common Stock acquired by such transferee. No transfer Representatives in violation the name and on behalf of the preceding sentence shall Shareholder the Lock-Up Agreement substantially to the effect set forth above and to take such other actions on behalf of the Shareholder in connection with the Lock-Up Agreement as may be reasonably necessary. The Shareholder hereby represents and warrants to OSI and the Underwriters (a) that each of any force or effect, Mr. Xxxxxxx xxx Ms. Xxxxxx xx irrevocably authorized to execute and no deliver to the Representatives in the name and on behalf of the Shareholder such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Lock-Up Agreement and to consummate take such other actions on behalf of the Contemplated TransactionsShareholder in connection with the Lock-Up Agreement as may be reasonably necessary and (b) that upon such execution and delivery by such attorney-in-fact on behalf of the Shareholder, such Lock-Up Agreement will constitute the legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as such enforceability may be (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and (ii) subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Shareholder hereby confirms that he, she or it understands that the Underwriters and OSI will rely upon the foregoing in proceeding with the OSI Initial Public Offering. The foregoing shall be binding on the Shareholder and his, her or its respective successors, heirs, personal representatives and assigns.

Lock-Up Agreement. DARA agrees thatNotwithstanding any provision of this Agreement to the contrary, at the request of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement except for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock Transfers pursuant to the IPO Sections 3 and ending either (i) one hundred eighty (180) days thereafter5, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days from and after the date hereof each Stockholder (other than the trusts identified on Schedule B) will not, without the prior written consent of the prospectus for the delivery of shares of Common Stock pursuant to the IPOCompany, such earlier date: (a) jointly or individually, Transfer, offer, pledge, sell, announce the intention to sellmake any short sale of, contract to sell, sell any option or contract to purchase, purchase any option or contract to selllend, grant any optionoption for the purchase of, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Shares owned of record or beneficially by such Stockholder until June 30, 2000 (the "Initial Lock-up Period"); provided, however, that the Initial Lock-up Period shall be further extended until up to December 31, 2000 (the "Extended Lock-up Period") with respect to any Stockholder who, together with any of such Stockholder's Stockholder Controlled Entities, receives additional gross proceeds (the "Additional Sale Proceeds") from the sale of shares in one or any combination of public offerings (excluding the sale of up to 9 million shares in the Proposed Public Offering, but including any shares in excess of Common Stock 9 million shares sold in the Proposed Public Offering), private placements, or any Derivative Securities; Company share repurchases (b) enter into with each Stockholder eligible to participate in any swap private placements or other arrangement share repurchases at a level at least equal to that transfers to another Person, Stockholder's percentage equity ownership interest in whole or in part, any the Company immediately preceding the Company's initial public offering). The extent of the economic consequences Extended Lock-up Period shall be determined by multiplying six months by a fraction (the "Extended Lock-up Fraction"). The numerator of the Extended Lockup Fraction shall be equal to the actual Additional Sale Proceeds received by the Stockholder divided by $120 million. The denominator of the Extended Lock-up Fraction shall be equal to the Stockholder's percentage ownership interest in the Company immediately preceding the Company's initial public offering. For example, if a Stockholder received Additional Sale Proceeds of shares of Common Stock; or (c) make any demand for$5 million, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and that Stockholder's percentage ownership interest prior to the earlier of (x) initial public offering were 5%, then the effectiveness of the restrictions set forth in the Extended Lock-Up Agreementup Period would run for 5 months, or (y) calculated as follows: $5 million/$120 million ----------------------- 6 months x .05 = 5 months If any Stockholder elects not to participate in a liquidity event that generates Additional Sale Proceeds, then the lock-up period for that Stockholder shall expire on June 30, 20102000. In the event Additional Sale Proceeds exceed $120 million, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until then the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence Extended Lock-up Period shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI subject to enter into this Agreement and to consummate the Contemplated Transactionsan additional negotiated extension."

Lock-Up Agreement. DARA Each holder of Purchased Shares agrees thatthat in connection with any registered offering of the Common Stock or other equity securities of the Company, at and upon the request of the underwriter(s) of SVI’s IPO and provided managing underwriter in such IPO is completed on or before June 30offering, 2010such holder shall not, DARA will enter into a lock-up agreement for without the benefit prior written consent of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall notmanaging underwriter, during the period beginning commencing on the effective date of such registration and ending on the date of the prospectus for the delivery of shares of Common Stock pursuant specified by such managing underwriter (such period not to the IPO and ending either (i) one hundred eighty (180) days thereafterexceed 180 days), or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any Derivative Securities; securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the Registration Statement for such offering/(whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casesuch securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. In additionThe foregoing provisions of this Section 7.16 shall not apply to sales of Purchased Shares to be included in such offering pursuant to Section 7.1 or 7.2, upon the Closing and prior shall be applicable to the earlier holders of (x) Purchased Shares only if all officers and directors of the effectiveness Company and all stockholders owning more than 10% of the Company’s outstanding Common Stock are subject to the same restrictions. Each holder of Purchased Shares agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 7.16, each holder of Purchased Shares shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 7.16 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares lock-up agreement pertaining to any officer, director or holder of Common Stock or any Derivative Securities (other greater than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation 10% of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsoutstanding Common Stock.

Lock-Up Agreement. DARA agrees thatNotwithstanding any provision of this Agreement to the contrary, at the request of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement except for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock Transfers pursuant to the IPO Sections 3 and ending either (i) one hundred eighty (180) days thereafter5, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days from and after the date hereof each Stockholder (other than the trusts identified on Schedule B) will not, without the prior written consent of the prospectus for the delivery of shares of Common Stock pursuant to the IPOCompany, such earlier date: (a) jointly or individually, Transfer, offer, pledge, sell, announce the intention to sellmake any short sale of, contract to sell, sell any option or contract to purchase, purchase any option or contract to selllend, grant any optionoption for the purchase of, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Shares owned of record or beneficially by such Stockholder until June 30, 2000 (the "INITIAL LOCK-UP PERIOD"); provided, however, that the Initial Lock-up Period shall be further extended until up to December 31, 2000 (the "EXTENDED LOCK-UP PERIOD") with respect to any Stockholder who, together with any of such Stockholder's Stockholder Controlled Entities, receives additional gross proceeds (the "ADDITIONAL SALE PROCEEDS") from the sale of shares in one or any combination of public offerings (excluding the sale of up to 9 million shares in the Proposed Public Offering, but including any shares in excess of Common Stock 9 million shares sold in the Proposed Public Offering), private placements, or any Derivative Securities; Company share repurchases (b) enter into with each Stockholder eligible to participate in any swap private placements or other arrangement share repurchases at a level at least equal to that transfers to another Person, Stockholder's percentage equity ownership interest in whole or in part, any the Company immediately preceding the Company's initial public offering). The extent of the economic consequences Extended Lock-up Period shall be determined by multiplying six months by a fraction (the "EXTENDED LOCK-UP FRACTION"). The numerator of the Extended Lock- up Fraction shall be equal to the actual Additional Sale Proceeds received by the Stockholder divided by $120 million. The denominator of the Extended Lock-up Fraction shall be equal to the Stockholder's percentage ownership interest in the Company immediately preceding the Company's initial public offering. For example, if a Stockholder received Additional Sale Proceeds of shares of Common Stock; or (c) make any demand for$5 million, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and that Stockholder's percentage ownership interest prior to the earlier of (x) initial public offering were 5%, then the effectiveness of the restrictions set forth in the Extended Lock-Up Agreementup Period would run for 5 months, or (y) calculated as follows: $5 million/$120 million ----------------------- 6 months x .05 = 5 months If any Stockholder elects not to participate in a liquidity event that generates Additional Sale Proceeds, then the lock-up period for that Stockholder shall expire on June 30, 20102000. In the event Additional Sale Proceeds exceed $120 million, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until then the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence Extended Lock-up Period shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI subject to enter into this Agreement and to consummate the Contemplated Transactionsan additional negotiated extension."

Lock-Up Agreement. DARA Ladies and Gentlemen: The undersigned understands that you, as the representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I of the Underwriting Agreement (the “Underwriters”), with Glu Mobile Inc., a Delaware corporation (the “Company”), providing for a public offering (the “Public Offering”) of shares of common stock of the Company (the “Securities”) pursuant to a registration statement on Form S-3 (including any amendments or supplements thereto the “Registration Statement”) to be filed with the Securities and Exchange Commission. Capitalized terms used but not otherwise defined herein have the meaning assigned to them in the Underwriting Agreement. In consideration of the agreement by the Underwriters to offer and sell the Securities, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, at during the request period beginning from the date of this Lock-Up Agreement and continuing to and including the date that is 75 days after the date of the underwriter(s) final Prospectus covering the public offering of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 Securities (the “Lock-Up AgreementPeriod”). Pursuant to such Lock-Up Agreement, DARA will agree that it the undersigned shall not, during the period beginning on the date and shall not cause or direct any of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either its affiliates to, (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sellpledge, grant any option, right or warrant option to purchase, lend or otherwise transfer or dispose of, of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Stock of the Company (such options, warrants or other securities, collectively, “Derivative Securities; Instruments”), including without limitation any such shares or Derivative Instruments now owned or hereafter acquired by the undersigned, (bii) enter into engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other arrangement that transfers derivative transaction or instrument, however described or defined) which is designed to another Personor which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; directly or (c) make any demand forindirectly, or exercise any right with respect to, the registration of any shares of Common Stock of the Company or any Derivative Securities; in any caseInstruments, whether any such transaction is to or arrangement (or instrument provided for thereunder) would be settled by delivery of shares of Common Stock or other securities, in cash or otherwiseotherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. In additionThe undersigned represents and warrants that the undersigned is not, upon and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer during the Closing Lock-Up Period. If the undersigned is not a natural person, the undersigned represents and prior to warrants that no single natural person, entity or “group” (within the earlier meaning of (xSection 13(d)(3) the effectiveness of the restrictions set forth Exchange Act), other than a natural person, entity or “group” (as described above) that has executed a Lock-Up Agreement in substantially the same form as this Lock-Up Agreement, beneficially owns, directly or (y) June 30indirectly, 201050% or more of the common equity interests, DARA agrees that it shall not transfer or dispose 50% or more of any the voting power, in the undersigned. Notwithstanding the foregoing, the undersigned may Transfer the undersigned’s shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactions.Company:

Lock-Up Agreement. DARA agrees that, at the request of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if At any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to 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, lend or otherwise transfer or dispose of, any shares of Common Stock or any Derivative Securities; (b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and time prior to the earlier of (xa) January 28, 2003 and (b) the effectiveness date that the Purchaser ceases to beneficially own 5% or more of the restrictions set forth Common Stock, the Company and its underwriters, by written notice from the Company and its lead underwriter to the Purchaser (a "Lock-up Request"), given as provided herein on or after the time of the initial filing with the Commission of any registration statement with respect to any offering of Common Stock or securities convertible into Common Stock (the "Offering"), may request that the Purchaser agree not to offer, sell or transfer any of the Purchased Shares or engage in any hedging or similar transactions with respect to the Purchased Shares during the 180-day period (the "Lock-up Period") beginning on a date specified in the Lock-Up Agreementup Request, which date may be as early as five (5) Business Days prior to the closing date of the Offering (but no later than the closing date of the Offering), and the Purchaser agrees to consent to and be bound by the restrictions specified in any such Lock-up Request. The foregoing notwithstanding, no Lock-up Request shall be effective and binding upon the Purchaser unless a similar lock-up is imposed upon all Persons beneficially owning 5% or more of the Common Stock with respect to which the Company then has the power to request or impose such lock-up. Any such lock-up imposed upon any other Person shall be for the shorter of (yi) June 30the Lock-up Period and (ii) the maximum period the Company has the right or power to impose upon such other Person. The Lock-up Period may be terminated as to the Purchaser on written notice from either the Company or the lead underwriter of the Offering, 2010and automatically shall be terminated immediately as to the Purchaser in the event it is terminated as to any other Person (including the Company and its Affiliates) or any other Person is otherwise released from any lock-up obligations with respect to the Offering. The Company shall specify the expected effective date of any Offering by notice to the Purchaser given not later than two (2) Business Days prior to the beginning of the Lock-up Period. The Purchaser shall cause each Person, DARA together with its Affiliates, to whom it Transfers, in one or a series of related transactions, 100,000 or more shares of Common Stock to execute and deliver to the Company a letter agreement pursuant to which such transferee agrees that (and to cause each other Person to whom it shall not transfer or dispose of Transfers any shares of Common Stock if, after giving effect to such Transfer, such Person, together with its Affiliates, would beneficially own 100,000 or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the more shares of Common Stock acquired by such transferee. No transfer in violation to execute and deliver to the Company a similar letter agreement) to comply with the requirements of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI 6.2 (including this sentence) to enter into this Agreement the same extent and subject to consummate the Contemplated Transactionssame terms and conditions as the Purchaser.

Lock-Up Agreement. DARA agrees that, at At or prior to the request closing of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30IPO, 2010, DARA will the Employee Investor shall enter into a lock-up agreement for with the benefit representative of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant underwriters of the IPO, Banc of America Securities LLC, pursuant to such Lock-Up Agreementwhich, DARA will agree that it subject to certain limited exceptions, the Employee Investor shall not, during without the period beginning on the date prior written consent of the prospectus for the delivery Banc of shares of Common Stock pursuant America Securities LLC, directly or indirectly, offer, sell, contract or grant any option to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offersell, pledge, selltransfer, announce the intention to 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, lend hedge or otherwise transfer or dispose of, any shares of Common Stock or any Derivative Securities; (b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, for the registration of (i) any shares of Common Stock purchased hereby, until 180 days after the consummation of FAC’s initial business combination, unless, subsequent to such initial business combination, the closing price of the Common Stock equals or exceeds $14.25 per share for any Derivative Securities; 20 trading days within any 30 trading-day period, (ii) any shares of Common Stock purchased prior to or in connection with the IPO or in the secondary market (whether part of units or not), until 180 days after FAC’s initial business combination, (iii) any casewarrants purchased in the IPO or in the secondary market, whether until after FAC’s initial business combination and (iv) any of the Warrants or the shares of Common Stock underlying such Warrants, until after the consummation of FAC’s initial business combination. The exceptions include transfers to permitted transferees, charitable organizations and trusts for estate planning purposes, transfers to FAC’s executive officers and directors, transfers pursuant to a qualified domestic relations order, in the event of a merger, capital stock exchange, stock purchase, asset acquisition or other similar transaction is which results in all of FAC’s stockholders having the right to be settled by delivery of exchange their shares of Common Stock or other securitiessecurities for cash, in cash securities or otherwise. In addition, upon the Closing and prior other property subsequent to the earlier consummation of FAC’s initial business combination. However, if (xa) during the effectiveness last 17 days of the restrictions set forth applicable lock-up period described in the Lock-Up Agreementthis paragraph, FAC, or a successor company, issue material news or a material event relating to FAC occurs or (yb) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until before the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation expiration of the preceding sentence shall be of any force applicable lock-up period described in this paragraph, FAC announce that material news or effect, and no such transfer shall be made or recorded a material event will occur during the 16 day period beginning on the books last day of SVI. DARA acknowledges that its covenants in this Section 8.2 are a such applicable lock up period, such applicable lock-up period will be extended for up to 18 days beginning on the date of the issuance of the material inducement for SVI to enter into this Agreement and to consummate news or the Contemplated Transactionsoccurrence of the material event.

Lock-Up Agreement. DARA Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Jamf Holding Corp. a Delaware corporation (the “Company”), and certain selling stockholders named therein, providing for a public offering (the “Public Offering”) of the Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, at during the request period beginning from the date of this Lock-Up Agreement and continuing to and including the underwriter(sdate that is 90 days after the date set forth on the final prospectus (the “Prospectus”) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for used to sell the benefit of such underwriter(s) in accordance with this Section 8.2 Shares (the “Lock-Up AgreementPeriod”). Pursuant to such Lock-Up Agreement, DARA will agree that it the undersigned shall not, during the period beginning on the date and shall not cause or direct any of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either its affiliates to, (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase lend, make any option or contract to sell, grant any option, right or warrant to purchase, lend short sale or otherwise transfer or dispose of, any shares of Common Stock of the Company, or any Derivative Securities; options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company (b) enter into any swap such options, warrants or other securities, collectively, “Derivative Instruments”), including without limitation any such shares or Derivative Instruments, now owned or hereafter acquired, by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the "Undersigned's Shares"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned) of any shares of Common Stock of the Company or Derivative Instruments, whether any such transaction or arrangement by the undersigned would be settled by delivery of Common Stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that transfers provides for, is designed to another Personor which reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period, except as would otherwise be permitted hereunder. Such prohibited hedging or other transactions or arrangements described in whole clause (ii) above would include without limitation any short sale or in partany purchase, sale or grant of any right (including without limitation any put or call option, or any combination thereof) with respect to any of the economic consequences Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of ownership its value from the Shares. In addition, the undersigned agrees that, without the prior written consent of shares Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC on behalf of Common Stock; or (c) the Underwriters, it will not, during the Lock-Up Period, make any demand for, for or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in Undersigned’s Shares during the Lock-Up AgreementPeriod. Notwithstanding the foregoing, to the extent the undersigned has demand and/or piggyback registration rights under any registration rights agreement described in the Prospectus, the undersigned may notify the Company privately that the undersigned is or (y) June 30will be exercising its demand and/or piggyback registration rights under any such registration rights agreement following the expiration of the Lock-Up Period and undertake preparations related thereto; provided that the foregoing notification and/or preparations do not request, 2010, DARA agrees that it shall not transfer require or dispose result in the filing or confidential submission of any shares of Common Stock a registration statement with the SEC or any Derivative Securities other public announcement or activity regarding such registration by the undersigned, the Company or any third party during the Lock-Up Period (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer filing, confidential submission, public announcement or activity shall be voluntarily made or recorded on taken by the books undersigned, the Company or any third party during the Lock-Up Period). If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of SVISection 13(d)(3) of the Securities Exchange Act of 1934, as amended) (the “Exchange Act”) beneficially owns, directly or indirectly, 50% or more of the common equity interest, or 50% or more of the voting power, in the undersigned, except for a natural person, entity or group (as described above), that has executed a Lock Up Agreement in substantially the same form as this Lock Up Agreement. DARA acknowledges that its covenants in For purposes of this Section 8.2 are paragraph, “beneficially owns” shall mean solely a material inducement for SVI to enter into this Agreement and to consummate pecuniary interest under Rule 16a-1(a)(2) of the Contemplated Transactionsrule promulgated under the Exchange Act.

Lock-Up Agreement. DARA Except for those Securities (as defined below) issued to the undersigned for compensation prior to the date hereof for services rendered to Natural Nutrition, Inc., a Nevada corporation (the “Company”), the undersigned hereby agrees thatthat for a period commencing on May 31, at 2007 and expiring on the request earlier of (a) the date which is ten (10) days after the date that all amounts owed to Cornell Capital Partners, LP (the “Investor”) by the Company have been fully paid and (b) the date upon which he shall cease to be an officer or director of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 Company (the “Lock-Up Agreementup Period”). Pursuant to such Lock-Up Agreement, DARA he will agree that it shall not, during directly or indirectly, without the period beginning on the date prior written consent of the prospectus Investor, issue, offer, agree or offer to sell, sell, grant an option for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafterpurchase or sale of, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offertransfer, pledge, sellassign, announce the intention to sellhypothecate, 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, lend distribute or otherwise transfer or dispose of, any shares of Common Stock or any Derivative Securities; (b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer encumber or dispose of any shares securities of Common Stock the Company, including common stock or options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for any common stock (whether or not beneficially owned by the undersigned), or any Derivative Securities beneficial interest therein (other than pursuant collectively, the “Securities”). In order to this Agreement) unless and until enable the proposed transferee(s) has agreed in writing aforesaid covenants to be bound by this Section 8.2 enforced, the undersigned hereby consents to the placing of (i) legends on certificates representing the Company’s securities and/or (ii) stop-transfer orders with the transfer agent of the Company’s securities with respect to the shares of Common Stock acquired by such transferee. No transfer in violation any of the preceding sentence shall be Securities registered in the name of any force the undersigned or effectbeneficially owned by the undersigned, and no such transfer shall be made the undersigned hereby confirms the undersigned’s investment in the Company. Dated: May 31, 2007 Signature /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Address: 000 Xxxxx Xxxx Xxx Xxxx, Xxxxx 000 Xxxx, Xxxxx, Zip Code: Xxxxxxx, Xxxxx 00000 ____________________________ Print Social Security Number (if applicable) or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactions.Taxpayer I.D. Number (if applicable)

Lock-Up Agreement. DARA agrees that, at the request of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if At any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to 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, lend or otherwise transfer or dispose of, any shares of Common Stock or any Derivative Securities; (b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and time prior to the earlier of (xa) November 13, 2001 and (b) the effectiveness date that the Purchasers cease collectively to beneficially own 10% or more of the restrictions set forth Common Stock, the Company and its underwriters, by written notice from the Company and its lead underwriter to the Purchasers (a "Lock-up Request"), given as provided herein on or after the time of the initial filing with the Commission of any registration statement (other than a registration statement relating to an offering described in Section 9.1) with respect to any offering of Common Stock or securities convertible into Common Stock (the "Offering"), may request that the Purchasers agree not to offer, sell or transfer any of the Purchased Shares and, if applicable, the Option Shares, or engage in any hedging or similar transactions with respect to the Purchased Shares and, if applicable, the Option Shares, during the 180-day period (the "Lock-up Period") beginning on a date specified in the Lock-Up Agreementup Request, or which date may be as early as five (y5) June 30Business Days prior to the expected effective date (but no later than the effective date) with respect to the registration statement for the Offering, 2010and each Purchaser agrees to consent to and be bound by the restrictions specified in any such Lock-up Request; provided, DARA agrees however, that such a lock-up agreement with respect to any Offering shall not prevent any Purchaser from selling Purchased Shares which it is entitled to sell in such Offering pursuant to Section 9.2 if it shall have made the request specified therein. The foregoing notwithstanding, no Lock-up Request shall be effective and binding upon the Purchasers unless a similar lock-up is imposed upon all other Persons beneficially owning 10% or more of the Common Stock with respect to which the Company then has the power to request or impose such lock-up. Any such lock-up imposed upon any other Person shall be for the shorter of (i) the Lock-up Period and (ii) the maximum period the Company has the right or power to impose upon such other Person. The Lock-up Period may be terminated as to the Purchasers on written notice from either the Company or the lead underwriter of the Offering, and automatically shall be terminated immediately as to the Purchasers in the event it is terminated as to any other Person (including the Company and its Affiliates) or any other Person is otherwise released from any lock-up obligations with respect to the Offering. The Company shall specify the expected effective date of any Offering by notice to the Purchasers given not transfer later than two (2) Business Days prior to the beginning of the Lock-up Period. Each Purchaser shall cause each Person to whom it Transfers, in one or dispose a series of related transactions, the equivalent of 1,000,000 or more shares of Common Stock (assuming conversion of the Series A Preferred Stock and Series B Preferred Stock) to execute and deliver to the Company a letter agreement pursuant to which such transferee agrees (and to cause each other Person to whom it Transfers any shares of Common Stock if, after giving effect to such Transfer, such Person, together with its Affiliates, would beneficially own 1,000,000 or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the more shares of Common Stock acquired by such transferee. No transfer in violation (assuming conversion of Series A Preferred Stock and Series B Preferred Stock) to execute and deliver to the preceding sentence shall be Company a similar letter agreement) to comply with the requirements of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI 6.2 (including this sentence) to enter into this Agreement the same extent and subject to consummate the Contemplated Transactionssame terms and conditions as the Purchaser.

Lock-Up Agreement. DARA agrees that, at From and after the request of Closing Date until the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lockLock-up agreement for the benefit of such underwriter(sExpiration Date (as defined below) in accordance with this Section 8.2 (the “Lock-Up Agreementup Period”). Pursuant to such Lock-Up Agreement, DARA will agree that the undersigned Purchaser agrees that, without the prior written consent of the Corporation, he, she or it shall notnot directly or indirectly (i) offer, during transfer, sell, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any Shares of Common Stock purchased by the period beginning on Purchaser pursuant to this Purchase Agreement (including, without limitation, the date of the prospectus for the delivery of shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement and Shares of Common Stock of the IPO Corporation which may be deemed to be beneficially owned by the undersigned in accordance with the rules and ending either (i) one hundred eighty (180) days thereafterregulations of the SEC), or (ii) if enter into any SVI directorHedging Transaction (as defined below) involving the Shares purchased by the undersigned pursuant to this Purchase Agreement, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to the IPOthis Agreement, such earlier date: (a) offer, pledge, sell, announce the intention to 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, lend or otherwise transfer or dispose of, any shares of Common Stock or any Derivative Securities; (b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (ciii) make any demand for, or exercise any right with respect to, the registration of any Shares or any security convertible into or exercisable or exchangeable for the Common Stock purchased by the undersigned pursuant to this Purchase Agreement, or (iv) publicly announce any intention to do any of the foregoing (each of the foregoing referred to as a “Disposition”), except (a) in connection with a bona fide pledge to, or similar arrangement in connection with a bona fide borrowing from, a financial institution, (b) in the event of a change in control of the Corporation whereby 25% or more of the Corporation’s outstanding voting stock is acquired by a third party, (c) in the event that any necessary Governmental Agency approvals that are a condition precedent to the Closing are not obtained for any reason, (d) that the Purchaser may tender a proportionate part of its Shares or shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement in the event of a tender offer by a third party that is recommended or not opposed by the Corporation’s Board of Directors, or (e) in the event that the independent directors serving on the Corporation’s Board of Directors on the date of this Agreement no longer constitute a majority of the Corporation’s Board of Directors. The foregoing restrictions shall not apply to transfers by a Purchaser of any Derivative Securities; in any case, whether any such transaction is or all of the Shares purchased by the Purchaser pursuant to be settled by delivery of this Agreement or shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement to any affiliate of the Purchaser or to a foundation or charitable organization, provided that such transferee agrees in writing to the terms of this Section 5.2. The foregoing restriction is expressly intended to preclude the undersigned from engaging in any Hedging Transaction or other securities, transaction which is designed to or reasonably expected to lead to or result in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in a Disposition during the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose Period even if the securities would be disposed of any shares of Common Stock or any Derivative Securities (by someone other than pursuant to this Agreementthe undersigned. “Hedging Transaction” means any short sale (whether or not against the box) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactions.or

Lock-Up Agreement. DARA Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Jamf Holding Corp. a Delaware corporation (the “Company”), and certain selling stockholders named therein, providing for a public offering (the “Public Offering”) of the Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, at during the request period beginning from the date of this Lock-Up Agreement and continuing to and including the underwriter(sdate that is 180 days after the date set forth on the final prospectus (the “Prospectus”) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for used to sell the benefit of such underwriter(s) in accordance with this Section 8.2 Shares (the “Lock-Up AgreementPeriod”). Pursuant to such Lock-Up Agreement, DARA will agree that it the undersigned shall not, during the period beginning on the date and shall not cause or direct any of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either its affiliates to, (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase lend, make any option or contract to sell, grant any option, right or warrant to purchase, lend short sale or otherwise transfer or dispose of, any shares of Common Stock of the Company, or any Derivative Securities; options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company (b) enter into any swap such options, warrants or other securities, collectively, “Derivative Instruments”), including without limitation any such shares or Derivative Instruments, now owned or hereafter acquired, by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned) of any shares of Common Stock of the Company or Derivative Instruments, whether any such transaction or arrangement by the undersigned would be settled by delivery of Common Stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that transfers provides for, is designed to another Personor which reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period, except as would otherwise be permitted hereunder. Such prohibited hedging or other transactions or arrangements described in whole clause (ii) above would include without limitation any short sale or in partany purchase, sale or grant of any right (including without limitation any put or call option, or any combination thereof) with respect to any of the economic consequences Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of ownership its value from the Shares. If the undersigned is an officer or director of shares the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed or other Shares the undersigned may purchase in the Public Offering or in the concurrent private placement of Common Stock; or (c) Shares as described in the Prospectus. In addition, the undersigned agrees that, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC on behalf of the Underwriters, it will not, during the Lock-Up Period, make any demand for, for or exercise any right with respect to, the registration of any shares of Common Stock the Undersigned’s Shares during the Lock-Up Period. Notwithstanding the foregoing, to the extent the undersigned has demand and/or piggyback registration rights under any registration rights agreement described in the Prospectus, the undersigned may notify the Company privately that the undersigned is or will be exercising its demand and/or piggyback registration rights under any such registration rights agreement following the expiration of the Lock-Up Period and undertake preparations related thereto; provided that the foregoing notification and/or preparations do not request, require or result in the filing or confidential submission of a registration statement with the SEC or any Derivative Securities; other public announcement or activity regarding such registration by the undersigned, the Company or any third party during the Lock-Up Period (and no such filing, confidential submission, public announcement or activity shall be voluntarily made or taken by the undersigned, the Company or any third party during the Lock-Up Period). If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) (the “Exchange Act”) beneficially owns, directly or indirectly, 50% or more of the common equity interest, or 50% or more of the voting power, in the undersigned, except for a natural person, entity or group (as described above), that has executed a Lock Up Agreement in substantially the same form as this Lock Up Agreement. For purposes of this paragraph, “beneficially owns” shall mean solely a pecuniary interest under Rule 16a-1(a)(2) of the rule promulgated under the Exchange Act. If the undersigned is an officer or director of the Company, (i) Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC agree that, at least three business days before the effective date of any case, whether any such transaction is to be settled by delivery release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock Stock, Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service or other securities, in cash method permitted by applicable laws and regulation at least two business days before the effective date of the release or otherwisewaiver. In addition, upon Any release or waiver granted by Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC hereunder to any such officer or director shall only be effective two business days after the Closing and prior to the earlier publication date of such press release. The provisions of this paragraph will not apply if (xa) the effectiveness of release or waiver is effected solely to permit a transfer not for consideration and (b) the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) transferee has agreed in writing to be bound by the same terms described in this Section 8.2 with respect letter to the shares of Common Stock acquired by extent and for the duration that such transferee. No transfer terms remain in violation effect at the time of the preceding sentence transfer. Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, provided that no public filing or disclosure under Section 16(a) of the Exchange Act or other public report shall be required or shall be made voluntarily during the Lock-Up Period in connection with such transfer, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that (1) the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, (2) any force or effect, and no such transfer shall not involve a disposition for value and (3) no public filing or disclosure under Section 16(a) of the Exchange Act or other public report shall be required or shall be made voluntarily during the Lock-Up Period in connection with such transfer, or recorded (iii) with the prior written consent of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC on behalf of the books Underwriters, (iv) if the undersigned is a partnership, limited liability company or corporation, to (a) a partner, member or stockholder, as the case may be, of SVI. DARA acknowledges that its covenants such partnership, limited liability company or corporation, (b) any wholly owned subsidiary of the undersigned, (c) an affiliate (as such term is defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”)) of the undersigned or (d) if a transferee referred to in clauses (a) through (c) above is not a natural person, any direct or indirect partner, member or shareholder of such transferee until the Shares come to be held by a natural person, if provided that, in any such case of clauses (a) through (d), (1) such transfer is not for value, (2) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer, (3) if the undersigned is required to file a report under Section 8.2 are 16(a) of the Exchange Act reporting such transfer during the Lock-Up Period, the undersigned shall clearly indicate in the footnotes thereto that such transfer is not for value, that the Shares subject to such transfer remain subject to restrictions set forth herein and that the filing relates to the circumstances described in this clause (iv), and (4) no other public filing or announcement shall be required or shall be made voluntarily in connection with such transfer, (v) by operation of law, such as pursuant to a material inducement for SVI qualified domestic order or in connection with a divorce settlement, provided that (1) the transferee agrees to enter into this Agreement be bound in writing by the restrictions set forth herein, (2) the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in the aggregate beneficial ownership of the Undersigned’s Shares in connection with such transfer, the undersigned shall clearly indicate in the footnotes thereto that such transfer was by operation of law and that the Shares subject to consummate such transfer remain subject to restrictions set forth herein, and (3) no other public filing or announcement shall be required or shall be made voluntarily in connection with such transfer, (vi) (a) pursuant to a bona fide third party tender offer, merger, purchase, consolidation or other similar transaction that is approved by the Contemplated Transactions.board of directors of the

Lock-Up Agreement. DARA agrees that, at From and after the request of Closing Date until the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lockLock-up agreement for the benefit of such underwriter(sExpiration Date (as defined below) in accordance with this Section 8.2 (the “Lock-Up Agreementup Period”). Pursuant to such Lock-Up Agreement, DARA will agree that the undersigned Purchaser agrees that, without the prior written consent of the Corporation, he, she or it shall notnot directly or indirectly (i) offer, during transfer, sell, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any Shares of Common Stock purchased by the period beginning on Purchaser pursuant to this Purchase Agreement (including, without limitation, the date of the prospectus for the delivery of shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement and Shares of Common Stock of the IPO Corporation which may be deemed to be beneficially owned by the undersigned in accordance with the rules and ending either (i) one hundred eighty (180) days thereafterregulations of the SEC), or (ii) if enter into any SVI directorHedging Transaction (as defined below) involving the Shares purchased by the undersigned pursuant to this Purchase Agreement, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to the IPOthis Agreement, such earlier date: (a) offer, pledge, sell, announce the intention to 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, lend or otherwise transfer or dispose of, any shares of Common Stock or any Derivative Securities; (b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (ciii) make any demand for, or exercise any right with respect to, the registration of any shares of Shares or any security convertible into or exercisable or exchangeable for the Common Stock or any Derivative Securities; in any case, whether any such transaction is purchased by the undersigned pursuant to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in the Lock-Up this Purchase Agreement, or (yiv) June 30publicly announce any intention to do any of the foregoing (each of the foregoing referred to as a “Disposition”), 2010except (a) in connection with a bona fide pledge to, DARA agrees or similar arrangement in connection with a bona fide borrowing from, a financial institution, (b) in the event of a change in control of the Corporation whereby 25% or more of the Corporation’s outstanding voting stock is acquired by a third party, (c) in the event that it shall any necessary Governmental Agency approvals that are a condition precedent to the Closing are not transfer obtained for any reason, (d) that the Purchaser may tender a proportionate part of its Shares or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactions.Stock

Lock-Up Agreement. DARA Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Talend S.A., a société anonyme incorporated in the French Republic (the “Company”), and the Selling Shareholders listed in Schedule II to such agreement providing for a public offering (the “Public Offering”) of American Depositary Shares (the “ADSs”) representing ordinary shares of the Company (the “Underlying Shares”) pursuant to a Registration Statement on Form F-1 to be filed with the U.S. Securities and Exchange Commission (the “SEC”), and a Registration Statement on Form F-6 previously filed with the SEC. In consideration of the agreement by the Underwriters to offer and sell the ADSs, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, at during the request of period specified in the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 following paragraph (the “Lock-Up AgreementPeriod”). Pursuant to such Lock-Up Agreement, DARA the undersigned will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) not offer, pledge, sell, announce the intention to sell, contract to sell, sell pledge, grant any option to purchase, make any short sale, file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to, or otherwise dispose of (including, without limitation, entering into any swap or other arrangement that transfers to another, in whole or in part, any economic consequence of ownership interest), whether any of these transactions are to be settled by delivery of ADSs or Underlying Shares or other securities of the Company that are substantially similar to ADSs or Underlying Shares, in cash or otherwise, nor publicly disclose the intention to offer, sell, contract to sell, pledge, grant any option to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend make any short sale, file a registration statement under the Securities Act, or otherwise transfer dispose of any ADSs or dispose ofUnderlying Shares, any shares of Common Stock or any Derivative Securities; options or warrants to purchase any ADSs or Underlying Shares, or any securities convertible into, exchangeable for or that represent the right to receive ADSs or Underlying Shares, whether now owned or hereinafter acquired, owned directly by the undersigned (bincluding holding as a custodian) enter into or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”), other than any swap ADSs or Underlying Shares sold pursuant to the Public Offering as contemplated by the Underwriting Agreement or as otherwise provided herein. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other arrangement that transfers transaction which is designed to another Personor which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if the Undersigned’s Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, in whole sale or in part, grant of any right (including without limitation any put or call option) with respect to any of the economic consequences of ownership of shares of Common Stock; Undersigned’s Shares or (c) make with respect to any demand forsecurity that includes, relates to, or exercise derives any right with respect tosignificant part of its value from the Undersigned’s Shares. If the undersigned is an officer or director of the Company, the registration of undersigned further agrees that the foregoing provisions shall be equally applicable to any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon issuer-directed ADSs the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth undersigned may purchase in the Public Offering. The initial Lock-Up Agreement, or Period will commence on the date of this Lock-Up Agreement and continue for 90 days after the public offering date set forth on the final prospectus used to sell the ADSs (ythe “Public Offering Date”) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this the Underwriting Agreement) unless and until . Notwithstanding the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to foregoing, the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactions.undersigned may:

Lock-Up Agreement. DARA Each Holder hereby agrees thatthat it will not, at without the request prior written consent of the managing underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning commencing on the date of the final prospectus for relating to the delivery initial registration by the Company of shares of its Common Stock pursuant to or any other equity securities under the IPO Securities Act on a registration statement on Form S-1 (the “IPO”) and ending either on the date specified by the Company and the managing underwriter(s) (i) such period not to exceed one hundred eighty (180) days thereafterdays, or such other period as may be required to accommodate applicable regulatory restrictions on (ii1) if the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any SVI directorsuccessor provisions or amendments thereto), executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180i) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) lend; offer, ; pledge, ; sell, announce the intention to sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, lend ; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any Derivative Securities; securities convertible into or exercisable or exchangeable (bdirectly or indirectly) for Common Stock held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casesuch securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash cash, or otherwise. In addition, upon the Closing and prior The foregoing provisions of this Section 10 shall apply only to the earlier IPO, shall not apply to the sale of (x) any shares to an underwriter pursuant to an underwriting agreement, or the effectiveness transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth in the Lock-Up Agreementherein, or (y) June 30, 2010, DARA agrees and provided further that it any such transfer shall not transfer or dispose involve a disposition for value, and shall be applicable to the Holders only if all officers, directors and all stockholders individually owning more than one percent (1%) of any shares of the Company’s outstanding Common Stock or any Derivative Securities (other than pursuant after giving effect to this Agreementconversion into Common Stock of all outstanding Preferred Stock) unless and until are subject to the proposed transferee(s) has agreed same restrictions. The underwriters in writing to be bound by connection with such registration are intended third-party beneficiaries of this Section 8.2 10 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 10 or that are necessary to give further effect thereto. If any officer, director or one percent (1%) stockholder of the Company is granted an early release with respect to all or a portion of the shares of Common Stock acquired securities held by such transferee. No transfer in violation holder from such holder’s lock-up agreement, then each Holder shall also be granted an early release from its obligations hereunder on a pro-rata basis based on the aggregate percentage of shares held by the officers, directors or one percent (1%) stockholders being released from such holders lock-up agreements; provided, however, that such release of the preceding sentence Holders shall be not apply to such early releases of any force or effectofficers, directors and no such transfer shall be made or recorded on greater than one percent (1%) stockholders approved by the books Board of SVI. DARA acknowledges that its covenants Directors which involve financial hardship situations of up to $1,000,000 in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsaggregate.

Lock-Up Agreement. DARA Notwithstanding anything in this Agreement to the contrary, in connection with any underwritten public offering of Razorfish Common Stock (a "Follow-On --------- Offering"), or any securities convertible into or exchangeable or exercisable -------- for shares of Razorfish Common Stock, the Stockholder agrees that, at if requested by the request managing underwriter of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30Follow-On Offering, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it Stockholder shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, directly or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledgeindirectly, sell, announce the intention to selloffer, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant option to purchase, lend transfer the economic risk of ownership in, make any short sale, pledge or otherwise transfer or dispose of, any Razorfish Common Stock, without the prior written consent of Razorfish and the managing underwriters of the Follow-On Offering for a period of ninety (90) days from the effective date of the registration statement under the Securities Act relating to such Follow-On Offering and to the extent otherwise permissible under the requirements for a tax-free Merger; provided, however, that all ----------------- officers and directors of Razorfish enter into similar agreements. In order to enforce the foregoing covenant, Razorfish may impose stop-transfer instructions with respect to the Razorfish Common Stock until the end of such period. Notwithstanding the foregoing, the Stockholder shall in no way be restricted or prohibited from (i) entering into contracts to sell shares of Common Stock on a spot or any Derivative Securities; forward basis, whether cash or physically settled and whether or not prepaid, (bii) enter buying or selling options, or entering into any swap swaps or other arrangement that transfers similar transactions, relating to another Person, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; , whether cash or physically settled, (ciii) make pledging or otherwise granting any demand for, lien or exercise any right with respect to, the registration of any security interest in shares of Common Stock Stock, or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securitiesthe foregoing, in cash or otherwise. In addition, upon the Closing and prior relation to the earlier of (x) the effectiveness any of the restrictions set forth in the Lock-Up Agreementforegoing or to any borrowing arrangements, or (yiv) June 30entering into any other agreements or arrangements, 2010however denominated, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than which have a similar effect; provided, however, the rights granted to the Stockholder pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect ----------------- sentence shall apply only to the shares of Common Stock acquired by extent that such transferee. No transfer in violation are not inconsistent with the obligations of the preceding sentence shall be Stockholder in accordance with Paragraph I of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated TransactionsAffiliate Letter.

Lock-Up Agreement. DARA agrees that, at the request of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if At any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to 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, lend or otherwise transfer or dispose of, any shares of Common Stock or any Derivative Securities; (b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and time prior to the earlier of (xa) December 23, 2002 and (b) the effectiveness date that the Purchasers cease collectively to Beneficially Own 10% or more of the restrictions set forth Common Stock, the Company and its underwriters, by written notice from the Company and its lead underwriter to the Purchasers (a "Lock-up Request"), given as provided herein on or after the time of the initial filing with the Commission of any registration statement (other than a registration statement relating to an offering described in Section 9.1) with respect to any offering of Common Stock or securities convertible into Common Stock (the "Offering"), may request that the Purchasers agree not to offer, sell or transfer any of the Purchased Shares, Dividend Shares or Common Stock issued upon any conversion of the Purchased Shares and/or Dividend Shares or engage in any hedging or similar transactions with respect to the Purchased Shares, Dividend Shares or Common Stock issued upon any conversion of the Purchased Shares and/or Dividend Shares during the 180-day period (the "Lock-up Period") beginning on a date specified in the Lock-Up Agreementup Request, which date may be as early as five (5) Business Days prior to the closing date of the Offering (but no later than the closing date of the Offering), and each Purchaser agrees to consent to and be bound by the restrictions specified in any such Lock-up Request; provided, however, that such a lock-up agreement with respect to any Offering shall not prevent any Purchaser from selling Purchased Shares, Dividend Shares or (y) June 30, 2010, DARA agrees that Common Stock issued upon any conversion of the Purchased Shares and/or Dividend Shares which it is entitled to sell in such Offering pursuant to Section 9.2 if it shall have made the request specified therein. The foregoing notwithstanding, no Lock-up Request shall be effective and binding upon the Purchasers unless a similar lock-up is imposed upon all other Persons beneficially owning 10% or more of the Common Stock with respect to which the Company then has the power to request or impose such lock-up. Any such lock-up imposed upon any other Person shall be for the shorter of (i) the Lock-up Period and (ii) the maximum period the Company has the right or power to impose upon such other Person. The Lock-up Period may be terminated as to the Purchasers on written notice from either the Company or the lead underwriter of the Offering, and automatically shall be terminated immediately as to the Purchasers in the event it is terminated as to any other Person (including the Company and its Affiliates) or any other Person is otherwise released from any lock-up obligations with respect to the Offering. The Company shall specify the expected effective date of any Offering by notice to the Purchasers given not transfer later than two (2) Business Days prior to the beginning of the Lock-up Period. Each Purchaser shall cause each Person, together with its Affiliates, to whom it Transfers, in one or dispose a series of related transactions, the equivalent of 1,000,000 or more shares of Common Stock (assuming conversion of the Series D Preferred Stock) to execute and deliver to the Company a letter agreement pursuant to which such transferee agrees (and to cause each other Person to whom it Transfers any shares of Common Stock if, after giving effect to such Transfer, such Person, together with its Affiliates, would beneficially own 1,000,000 or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the more shares of Common Stock acquired by such transferee. No transfer in violation (assuming conversion of Series D Preferred Stock) to execute and deliver to the preceding sentence shall be Company a similar letter agreement) to comply with the requirements of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI 6.2 (including this sentence) to enter into this Agreement the same extent and subject to consummate the Contemplated Transactionssame terms and conditions as the Purchasers.

Lock-Up Agreement. DARA Each Holder hereby agrees thatthat it will not, at without the request prior written consent of the managing underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning commencing on the date of the final prospectus for relating to the delivery initial registration by the Company of shares of its Common Stock pursuant to or any other equity securities under the IPO Securities Act on a registration statement on Form S-1 (the “IPO”) and ending either on the date specified by the Company and the managing underwriter(s) (i) such period not to exceed one hundred eighty (180) days thereafterdays, or such other period as may be required to accommodate applicable regulatory restrictions on (ii1) if the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any SVI directorsuccessor provisions or amendments thereto), executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180i) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) lend; offer, ; pledge, ; sell, announce the intention to sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, lend ; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any Derivative Securities; securities convertible into or exercisable or exchangeable (bdirectly or indirectly) for Common Stock held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casesuch securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash cash, or otherwise. In addition, upon the Closing and prior The foregoing provisions of this Section 9 shall apply only to the earlier IPO, shall not apply to the sale of (x) any shares to an underwriter pursuant to an underwriting agreement, or the effectiveness transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effectherein, and no provided further that any such transfer shall not involve a disposition for value, and shall be made or recorded on applicable to the books Holders only if all officers, directors and all stockholders individually owning more than one percent (1%) of SVIthe Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. DARA acknowledges that its covenants The underwriters in this Section 8.2 connection with such registration are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactions.intended third-party beneficiaries of this

Lock-Up Agreement. DARA In connection with the issuance of this Note, Investor hereby acknowledges and agrees that, if all of the Company’s executive officers, directors and 80% or more of all shareholders individually holding more than 1% of the Common Stock of the Company enter into lock-up agreements (the “Lock-Up Agreements”) with the applicable underwriters in connection with the filing of a registration statement including a prospectus setting forth an estimated offering price range with the Securities and Exchange Commission (the “SEC”) that is reasonably anticipated at the request time of such filing to result in an Initial Public Offering, upon the underwriter(s) of SVICompany’s IPO and provided such IPO is completed on or before June 30request, 2010, DARA Investor will enter into a lock-up agreement for with the benefit underwriters of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to Initial Public Offering and upon such Lock-Up Agreementunderwriters’ request, DARA it will agree that it shall notagree, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant effective no later than one week prior to the IPO and ending either (i) one hundred eighty (180) days thereafterdistribution of a preliminary prospectus in connection with the commencement of marketing activities in respect of such contemplated Initial Public Offering, or (ii) if any SVI director, executive officer or stockholder is subject not to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) lend, offer, pledge, sell, announce the intention to 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, lend purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any Derivative Securities; securities convertible into or exercisable or exchangeable for Common Stock of the Company (whether such shares or any such securities are then owned by the Investor or are thereafter acquired) or (b) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any caseof the Company, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. In addition, upon without the Closing and prior to the earlier of (x) the effectiveness written consent of the restrictions set forth Company or such underwriters, as the case may be; provided that such lock-up agreement shall not restrict the ability of such holder of this Note to convert this Note pursuant to Section 4, is not more restrictive in any material respect than any of the Lock-Up Agreementup Agreements, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose and includes provisions for the pro rata release from such lock-up agreement entered into by the Investor of any shares of Common Stock or other securities subject thereto upon the release of such shares or other securities from any Derivative Securities of the Lock-up Agreements and contains provisions otherwise at least as favorable to Investor as those contained in any of the Lock-up Agreements; provided, further that, (other than pursuant to this Agreement1) the pro rata release provision shall not apply (a) unless the underwriters have first waived more than 1%, in the aggregate, of the Common Stock of the Company from such prohibitions or (b)(i) if the release or waiver is effected solely to permit a transfer not for consideration and until (ii) the proposed transferee(s) transferee has agreed in writing to be bound by the same terms described in this Section 8.2 letter agreement, and (2) if the release or waiver is granted solely to allow a holder of Common Stock of the Company to participate as a selling stockholder in a follow-on public offering of such Common Stock of the Company pursuant to a registration statement that is filed with the SEC, the pro rata release provision shall apply only to the extent necessary to allow Investor to participate in such follow-on offering with respect to securities sold by the shares of Common Stock acquired by Investor in such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsoffering.

Lock-Up Agreement. DARA For a period of two years after the Closing Date, each Shareholder that holds or owns (at the time of the written request of Cubist or the managing underwriter referred to below in this Section 7.4(b) or at any time during the 90-day period commencing on the effective date of the registration statement relating to such underwritten public offering of Cubist's securities) of record or beneficially (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) shares of Cubist Common Stock hereby agrees that, at the written request of the underwriter(s) Cubist or any managing underwriter of SVI’s IPO and provided any underwritten public offering of securities of Cubist, such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it Shareholder shall not, during without the period beginning on the date of the prospectus prior written consent Cubist or such managing underwriter, sell, make any short sale of, loan, grant any option for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offerpurchase of, pledge, sellencumber, announce the intention to 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, lend or otherwise transfer or dispose of, or exercise any registration rights with respect to, any shares of Cubist Common Stock or any Derivative Securities; (b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any during the 90-day period commencing on the effective date of the economic consequences registration statement relating to such underwritten public offering of ownership Cubist's securities; PROVIDED, HOWEVER, that this obligation shall only apply if all officers and directors of Cubist and holders of more than 5% of the outstanding shares of Cubist Common Stock; or (c) make any demand for, or exercise any right Stock shall also be subject to similar lock-up restrictions with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any to such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwiseunderwritten public offering. In additionorder to enforce the foregoing covenant, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not Cubist may impose stop transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 instructions with respect to the shares of Cubist Common Stock acquired owned or held by such transferee. No transfer in violation of the preceding sentence shall be of any force or effecteach Shareholder, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI Shareholders agree to enter into this Agreement and to consummate a customary agreement with the Contemplated Transactionsunderwriters of such offering reflecting the lock-up agreement set forth herein.

Lock-Up Agreement. DARA Each Member hereby agrees thatthat in connection with an Initial Public Offering, at and upon the request of the underwriter(s) of SVI’s IPO and provided managing underwriter in such IPO is completed on or before June 30offering, 2010such Member shall not, DARA will enter into a lock-up agreement for without the benefit prior written consent of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall notmanaging underwriter, during the period beginning on commencing three days prior to the effective date of such registration and until the date specified by such managing underwriter (such period not to exceed 180 days in the case of an Initial Public Offering or 90 days in the prospectus for the delivery case of shares of Common Stock pursuant to the IPO and ending either any registration other than an Initial Public Offering), (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares Units or Unit Equivalents (including any equity securities of Common Stock the IPO Entity) (whether such Units or Unit Equivalents or any Derivative Securities; such securities are then owned by the Member or are thereafter acquired), or (bii) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casesuch securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares Units or Unit Equivalents (including equity securities of Common Stock the IPO Entity) or such other securities, in cash or otherwise. In addition, upon The foregoing provisions of this Section 15.17(d) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Closing and prior Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. EXHIBIT A FORM OF JOINDER AGREEMENT JOINDER AGREEMENT Reference is hereby made to the earlier Limited Liability Company Agreement, dated [DATE], as amended from time to time (the “LLC Agreement”), among [EXISTING MEMBERS] and J.S. Held Management LLC, a company organized under the laws of Delaware (xthe “Company”). Pursuant to and in accordance with Section 4.01(b) the effectiveness of the restrictions set forth LLC Agreement, the undersigned hereby acknowledges that it has received and reviewed a complete copy of the LLC Agreement and agrees that upon execution of this Joinder, such Person shall become a party to the LLC Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the LLC Agreement as though an original party thereto and shall be deemed, and is hereby admitted as, a Member for all purposes thereof and entitled to all the rights incidental thereto [, and shall hold the status of [MEMBERSHIP CLASS]]. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Lock-Up LLC Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactions.

Lock-Up Agreement. DARA Each Holder hereby agrees thatthat it will not, at without the request prior written consent of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall notmanaging underwriter, during the period beginning commencing on the date of the final prospectus for the delivery of shares of Common Stock pursuant relating to the IPO and ending either on the date specified by the Company and the managing underwriter (i) such period not to exceed one hundred eighty (180) days thereafterdays, or which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (18015) days after if the date Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the prospectus for expiration of the delivery of shares of Common Stock pursuant to the IPO180-day lockup period, such earlier date: (ai) lend; offer, ; pledge, ; sell, announce the intention to sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, lend ; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any Derivative Securities; securities convertible into or exercisable or exchangeable (bdirectly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (ii) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casesuch securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash cash, or otherwise. In addition, upon the Closing and prior The foregoing provisions of this Section 2.9 shall apply only to the earlier IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (x5%) of the effectiveness Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares or all of Common Stock such agreements by the Company or any Derivative Securities (other than pursuant the underwriters shall apply pro rata to this Agreement) unless and until the proposed transferee(s) has agreed in writing all Holders subject to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effectagreements, and no such transfer shall be made or recorded based on the books number of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI shares subject to enter into this Agreement and to consummate the Contemplated Transactionssuch agreements.

Lock-Up Agreement. DARA agrees that, at Until the request earlier of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, the fifth anniversary of the Closing Date or (ii) if any SVI directorthe announcement of a Make-Whole Acquisition involving the Company, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date Investor shall not, without the prior written consent of the prospectus for the delivery of shares of Common Stock pursuant to the IPOCompany, such earlier date: directly or indirectly (ax) offer, pledgetransfer, sellhypothecate, announce the intention to sell, contract to sell, sell (including any option or contract to purchase, purchase any option or contract to sellshort sale), grant any option, right or warrant option to purchase, lend purchase or otherwise transfer or dispose ofof the Convertible Preferred Stock, any shares of Common Stock received upon conversion of the Convertible Preferred Stock or any Derivative its economic exposure to the Common Stock (“Lock-up Securities; ”), (by) enter into any Hedging Transaction (as defined below) involving Lock-up Securities, or (z) publicly announce any intention to do any of the foregoing. The foregoing restrictions shall not apply to any (m) transfer by the Investor and its Permitted Transferees of the Lock-Up Securities among themselves or (n) any offer, transfer, hypothecation, sale, contract to sell (including any short sale), grant of any option to purchase or other disposal of any Common Stock received in the form of dividends on the Convertible Preferred Stock or received in lieu of cash for Past Due Dividends in the event of Conversion at the Option of the Holder pursuant to Section 7 of the Certificate of Designations. “Hedging Transaction”, with respect to any Lock-Up Security, means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including any put or call option, swap or other arrangement derivative transaction whether settled in cash or securities) to obtain a “short” or “put equivalent position” with respect to the Common Stock, or any other agreement or transaction that transfers to another Personreduces, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in the Lock-Up AgreementSecurity. For the avoidance of doubt, a Hedging Transaction shall not include a transaction that is deemed to reduce the economic consequence of ownership of a Lock-Up Security only because the Investor is acquired by, or (y) June 30merges with or into, 2010or transfers all or substantially all of its assets to, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than another person pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionstransaction.

Lock-Up Agreement. DARA agrees that, at For a period beginning on the request of date hereof and ending six months after the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 date hereof (the “Lock-Up AgreementPeriod”). Pursuant to such Lock-Up Agreement, DARA the Stockholders will agree that it shall not, during and will cause each of its Related Transferees not to, directly or indirectly, without the period beginning on the date prior written consent of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either Company, (i) one hundred eighty except (180A) days thereafter, in connection with a Company Sale or (iiB) if a pledge of any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant Closing Shares to the IPOComerica Bank, such earlier date: (a) offera Texas banking association, pledgeas agent, from time to time, sell, announce the intention offer to sell, contract to sell, sell any option or contract to purchasehypothecate, purchase any option or contract to sellpledge, grant any option, right or warrant option to purchase, lend purchase or otherwise transfer or dispose of, contract to dispose of, or enter into any shares of Common Stock transaction that is designed to, or might reasonably be expected to, result in the disposition with respect to, any Closing Shares or any Derivative Securities; securities into which such Closing Shares may be converted or for which such Closing Shares may be exchanged pursuant to any business combination transaction, including without limitation any merger, consolidation, sale of assets or share or securities exchange, except for transfers of Closing Shares (a) to another Stockholder or a Related Transferee of another Stockholder, provided that such Stockholder or Related Transferee of another Stockholder is at the time of such transfer bound by the terms of this Agreement, (b) to a Related Transferee or (b) as a bona fide gift (provided that in the case of any such transfer (1) the transferee or donee shall execute and deliver an instrument in the form and substance satisfactory to the Company in which it agrees to be bound by the terms of this Agreement as if an original signatory to this Agreement and (2) no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended, reporting a reduction in beneficial ownership of Closing Shares, shall be required or voluntarily made during the Lock-Up Period), (ii) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock such Closing Shares or any Derivative Securities; in any casesecurities into which or for which such securities have been so converted or exchanged, whether any such transaction is to be settled by delivery of shares of Common Stock Closing Shares or such other securities, in cash or otherwise. In addition, upon the Closing and prior (iii) except pursuant to the earlier of (x) terms and in accordance with the effectiveness of the restrictions conditions set forth in that certain Registration Rights Agreement, dated as of the date hereof, by and among the Company and the Stockholders, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Closing Shares or securities convertible into or exercisable or exchangeable for Closing Shares or any other securities of the Company, provided that the inclusion of any Closing Shares shall only be permitted with respect to a registration statement that will first be effective after the expiration of the Lock-Up AgreementPeriod or that shall permit sales of Closing Shares on a delayed or continuous basis at a time after the expiration of the Lock-Up Period, or (yiv) June 30, 2010, DARA agrees that it shall not transfer or dispose of publicly disclose the intention to do any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsforegoing.

Lock-Up Agreement. DARA Each holder of outstanding Registrable Securities agrees thatthat in connection with an IPO, at and upon the request of the underwriter(s) of SVI’s IPO and provided managing underwriter in such IPO is completed on or before June 30offering, 2010such holder shall not, DARA will enter into a lock-up agreement for without the benefit prior written consent of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall notmanaging underwriter, during the period beginning commencing on the effective date of such registration and ending on the date of the prospectus for the delivery of shares of Common Stock pursuant specified by such managing underwriter (such period not to the IPO and ending either (i) exceed one hundred eighty (180) days thereafterdays), or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any Derivative Securities; securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the registration statement for such offering, or (b) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casesuch securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. In additionThe foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2(a), upon the Closing Section 2(b), Section 3(a), and prior shall be applicable to the earlier holders of Registrable Securities only if all officers and directors of the Company and all shareholders owning more than ten percent (x10%) of the effectiveness Company’s outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro-rata, from any lock-up agreement entered into pursuant to this Section 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares lock-up agreement pertaining to any officer, director or holder of Common Stock or any Derivative Securities greater than ten percent (other than pursuant to this Agreement10%) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsoutstanding Common Stock.

Lock-Up Agreement. DARA agrees that, at During the request period commencing on the Closing Date and (A) with respect to fifty percent (50%) of the underwriter(sShares, ending on the two (2) year anniversary of the Closing Date and (B) with respect to the remaining fifty percent (50%) of SVI’s IPO and provided such IPO is completed the Shares, ending on or before June 30the three (3) year anniversary of the Closing Date (in each case with respect to the applicable Shares, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up AgreementPeriod”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during without the period beginning on the date prior approval of the prospectus for Board of Directors of the delivery of shares of Common Stock pursuant to Company, the IPO and ending either Investor shall not (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to 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 purchasefor the sale of, lend or otherwise dispose of or transfer or dispose of, any of the Shares (together with (a) any shares of Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or any Derivative Securities; similar recapitalization and (b) any shares of Common Stock issued as (or issuable upon the exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, the Shares) (the “Lock-Up Securities”), including, without limitation, any “short sale” or similar arrangement, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to another Persontransfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any caseShares, whether any such swap or transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition; provided, upon however, that the Closing and prior foregoing shall not prohibit the Investor or its Affiliates from transferring Lock-Up Securities to an Affiliate of the earlier of (x) Investor if such transferee Affiliate executes an agreement with the effectiveness of Company to be bound by the restrictions set forth in the this Section 10.1 and 10.2. Notwithstanding any other provision herein, this Section 10.1 shall not prohibit or restrict any disposition of Lock-Up AgreementSecurities by the Investor in connection with (i) a bona fide tender offer by a Person other than the Investor involving a Change of Control of the Company (as defined below), which has not been rejected by the Company’s Board of Directors, (ii) an issuer tender offer by the Company, or (yiii) June 30the Company’s public announcement of a definitive agreement to consummate an Acquisition Transaction. For the purposes of this Agreement, 2010a “Change of Control” means the transfer, DARA agrees that it shall not transfer in one transaction or dispose a series of related transactions, as a result of which any shares Person or group of Common Stock or any Derivative Securities (Persons, other than pursuant to this Agreement) unless the Company, becomes the beneficial owner (as defined in Rules 13d-3 and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation 13d-5 of the preceding sentence shall be Exchange Act) of any force or effect, and no such transfer shall be made or recorded on more than 50% of total voting power of the books voting securities of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated TransactionsCompany.

Lock-Up Agreement. DARA Each holder of Registrable Securities agrees thatthat in connection with any registered offering of the Common Equity or other equity securities of the Company, at and upon the request of the underwriter(s) of SVI’s IPO and provided managing underwriter in such IPO is completed on or before June 30offering, 2010such holder shall not, DARA will enter into a lock-up agreement for without the benefit prior written consent of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall notmanaging underwriter, during the period beginning commencing on the effective date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO such registration and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after on/ the date specified by such managing underwriter (such period not to exceed 180 days in the case of an IPO or 90 days in the prospectus for case of any registration under the delivery of shares of Common Stock pursuant to the Securities Act other than an IPO), such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any units or shares of Common Stock Equity or any Derivative Securities; securities convertible into, exercisable for or exchangeable for units or shares of Common Equity held immediately before the effectiveness of the Registration Statement for such offering (whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casesuch securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of shares of Common Stock Equity or such other securities, in cash or otherwise. In additionThe foregoing provisions of this Section4 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2(a), upon the Closing Section 2(b), Section 2(c) or Section 3(a), and prior shall be applicable to the earlier holders of (x) Registrable Securities only if all officers and directors of the effectiveness Company and beneficial owners of 5% of the Common Equity of the Company are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock lock-up agreement pertaining to any officer, director or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactions5% beneficial owner.

Lock-Up Agreement. DARA agrees that, at During the request of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lockLock-up agreement for Period, not to, without the benefit prior written consent of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up AgreementCitigroup Global Markets Inc., DARA will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to 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, lend pledge or otherwise transfer dispose of (or dispose of, any shares of Common Stock or any Derivative Securities; (b) enter into any swap transaction which is designed to, or other arrangement that transfers might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to another Personcash settlement or otherwise) by a Selling Unitholder or any affiliate of such Selling Unitholder or any person in privity with the Selling Unitholder) directly or indirectly, or file (or participate in whole the filing of) a registration statement with the Commission in respect of, or in part, any establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right Exchange Act with respect to, any Common Units of the Partnership or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing; or publicly announce an intention to effect any such transaction, except, in each case, (i) for the registration of any shares the offer and sale of the Units as contemplated by this Agreement and the sale of the Units to the Underwriters pursuant to this Agreement, (ii) for a bona fide pledge of the Common Units in existence on the date hereof and (iii) for a transfer of Common Stock or any Derivative Securities; Units to an affiliate (as defined in any caseRule 405 promulgated under the Securities Act), whether any provided that the transferee shall hold such transaction transferred Common Units subject to this Section 7(a). Notwithstanding the foregoing, if (a) during the period that begins on the date that is to be settled by delivery fifteen (15) calendar days plus three (3) business days before the last day of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in the Lock-Up AgreementPeriod and ends on the last day of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (yb) June 30prior to the expiration of the Lock-Up Period, 2010, DARA agrees the Partnership announces that it shall not transfer or dispose will release earnings results during the sixteen (16) day period beginning on the last day of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound Lock-Up Period, then the restrictions imposed by this Section 8.2 with respect shall continue to apply until the shares of Common Stock acquired by such transferee. No transfer in violation expiration of the preceding sentence shall be date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of any force the earnings release or effect, and no such transfer shall be made the material news or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactions.event occurs;

Lock-Up Agreement. DARA agrees that, at During the request of period commencing on the underwriter(s) of SVI’s IPO date hereof and provided ending on the date which is the first anniversary thereof (such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (period herein referred to as the “Lock-Up AgreementPeriod”). Pursuant to such Lock-Up Agreement, DARA the Purchaser will agree that it shall not, during directly or indirectly, through an “affiliate”, “associate” (as such terms are defined in the period beginning on General Rules and Regulations under the date Securities Act of 1933, as amended (the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter“Securities Act”)), a family member or (ii) if any SVI directorotherwise, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPOoffer, such earlier date: (a) offersell, pledge, sell, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sellhypothecate, grant any option, right or warrant to purchase, lend an option for sale or otherwise transfer or dispose of, or transfer or grant any shares rights with respect thereto in any manner (either privately or publicly pursuant to Rule 144 of Common Stock the General Rules and Regulations under the Securities Act, or otherwise) any Securities acquired hereunder or any Derivative Securities; (b) additional Capital Shares hereafter acquired by the Purchaser solely on account of the Securities acquired hereunder, pursuant to any stock split, stock dividend or recapitalization or similar transaction received by the Purchaser pursuant to this Agreement, or enter into any, enter into any swap or any other arrangement agreement or any transaction that transfers to another Persontransfers, in whole or in part, any directly or indirectly, the economic consequence of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such swap or transaction is to be settled by delivery of shares of Common Stock Capital Shares or other securities, in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in during the Lock-Up AgreementPeriod; provided, however, that such Securities may be sold or otherwise transferred in a private transaction (yincluding, without limitation, to any affiliate of the Purchaser) June 30during the Lock-Up Period so long as the acquirer of the Securities by written agreement with the Company entered into at the time of the acquisition and delivered to the Company prior to the consummation of such acquisition, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by the terms of this Section 8.2 with respect provision of this Agreement. Purchaser agrees that the Securities issued pursuant to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate shall bear a legend consistent with the Contemplated Transactionsforegoing agreement.

Lock-Up Agreement. DARA Each Subscriber covenants and agrees thatthat from the date hereof until May 31, at 2021, each Subscriber will not, and will cause all its affiliates (as defined in Rule 144 promulgated under the request Securities Act) or any person in privity with the Subscriber or any affiliate of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30Subscriber not to, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention offer to sell, contract or agree to sell, sell hypothecate, pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase, lend short sale or otherwise transfer dispose of or agree to dispose of, directly or indirectly, any shares of the Company’s Common Stock, par value $0.000001 (including the Shares) or Common Stock equivalents purchased hereunder, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to any shares of Common Stock (including the Shares) or any Derivative Securities; Common Stock equivalents purchased hereunder by the Subscriber (bincluding holding as a custodian) or with respect to which the Subscriber has beneficial ownership within the rules and regulations of the Commission as a result of being purchased hereunder, or (ii) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares any of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Subscriber’s Common Stock or any Derivative Securities; in any case(including the Shares) purchased hereunder, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock (including the Shares) or other securities, in cash or otherwise. In addition, upon the Closing and prior (iii) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the earlier of (x) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose registration of any shares of Common Stock (including the Shares) or Common Stock equivalents or (iv) publicly disclose the intention to do any Derivative Securities (other than pursuant of the foregoing. For the avoidance of doubt and notwithstanding the foregoing, it is understood that the foregoing shall not impact the Subscriber’s ability to this Agreement) unless and until sell or take any of the proposed transferee(s) has agreed foregoing actions in writing to be bound by this Section 8.2 with respect to the of its shares of Common Stock acquired or shares of Common Stock underlying previously issued warrants to purchase Common Stock held by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded Subscriber on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsdate hereof.

Lock-Up Agreement. DARA Each holder of Registrable Securities agrees thatthat in connection with any public offering of the Company's Common Stock or other equity securities, at and upon the request of the underwriter(s) of SVI’s IPO and provided managing underwriter in such IPO is completed on or before June 30offering, 2010such holder shall not, DARA will enter into a lock-up agreement for without the benefit prior written consent of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall notmanaging underwriter, during the period beginning commencing on the pricing of any offering pursuant to such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days in the case of an IPO or 90 days in the prospectus for the delivery case of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafterany registration other than an IPO), or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any Derivative Securities; securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casesuch securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. In addition, upon the Closing The foregoing provisions of this Section 3 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2(a) and prior shall be applicable to the earlier holders of (x) the effectiveness Registrable Securities only if all officers and directors of the restrictions Company and all stockholders owning more than 10% of the Company's outstanding Common Stock are subject to the same restrictions. Notwithstanding anything to the contrary contained in the foregoing, a holder of Registrable Securities may during the period set forth in above transfer any of the Lock-Up Agreement, Registrable Securities (i) by gift or (yii) June 30to family members; provided, 2010however, DARA agrees that it shall not transfer or dispose any recipient of any shares of Common Stock or any Derivative Registrable Securities (other than pursuant to this Agreementclauses (i) unless and until the proposed transferee(s(ii) has agreed must agree in writing to be bound by the provisions of this Section 8.2 Agreement as a condition of such gift or transfer to family members. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with respect the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants contrary contained in this Section 8.2 are a material inducement for SVI 3, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to enter into this Agreement Section 3 in the event and to consummate the Contemplated Transactionsextent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or holder of greater than 10% of the outstanding Common Stock.

Lock-Up Agreement. DARA (a) The Holder hereby irrevocably agrees that, at that the request Holder will not (and will cause any spouse or family member of the underwriter(s) spouse of SVIthe Holder, any partnership, corporation or other entity within the Holder’s IPO control, and provided such IPO is completed on any trustee or before June 30, 2010, DARA any trust that holds or will enter into a lock-up agreement hold the Company’s common stock or other securities of the Company for the benefit of the Holder or such underwriter(s) in accordance with this Section 8.2 (spouse or family member not to), without the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on the date prior written consent of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either Company, directly or indirectly: (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus offer for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offersale, pledge, sellhypothecate, announce the intention to encumber, lend, sell, contract to sell, make any short sale, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), liquidate or decrease any “call equivalent position” within the meaning of Section 16 of the Exchange Act, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise assign, tender, transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any shares of the Company’s common stock, including any securities of the Company issued or issuable upon exercise, conversion or exchange of any shares of the Company’s common stock (“Company Common Stock or Shares”), including any Derivative Securities; Company Common Shares that may be deemed to be beneficially owned by the Holder in accordance with the rules and regulations of the United States Securities and Exchange Commission, (bii) enter into any swap swap, hedge or other arrangement derivatives transaction that transfers to another Personanother, in whole or in part, any of the economic consequences benefits or risks of ownership of shares of Company Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any caseShares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Company Common Stock Shares or other securities, in cash or otherwise. In addition, upon or (iii) publicly disclose the Closing and prior intention to do any of the foregoing with respect to any Company Common Shares, in each case, from the date of this First Amendment until the earlier of (xi) September 30, 2013, and (ii) the effectiveness date following the consummation of the restrictions set forth in Change of Control (the “Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated TransactionsPeriod”).

Lock-Up Agreement. DARA To Whom It May Concern: The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Olo Inc., a Delaware corporation (the “Company”), providing for a public offering (the “Public Offering”) of the Class A Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”). The Class A Common Stock and Class B Common Stock of the Company are referred to herein, collectively, as the “Common Stock.” In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, at during the request period beginning from the date of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 letter (the “Lock-Up Agreement”). Pursuant ) and continuing to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on and including the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) 175 days after the date of set forth on the final prospectus for (the delivery of shares of Common Stock “Prospectus”) used to sell the Shares, subject to earlier termination pursuant to the IPOterms hereof (the “Lock-Up Period”), such earlier date: the undersigned shall not, and shall not cause or direct any of its affiliates to, (ai) offer, pledge, sell, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sellpledge, grant any option, right or warrant option to purchase, lend or otherwise transfer or dispose of, of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company (such options, warrants, stock appreciation rights or other securities, collectively, “Derivative Securities; Instruments”), including without limitation any such shares or Derivative Instruments now owned or hereafter acquired by the undersigned, (bii) enter into engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other arrangement that transfers derivative transaction or instrument, however described or defined) which is designed to another Personor which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; directly or (c) make any demand forindirectly, or exercise any right with respect to, the registration of any shares of Common Stock of the Company or any Derivative Securities; in any caseInstruments, whether any such transaction is to or arrangement (or instrument provided for thereunder) would be settled by delivery of shares of Common Stock or other securities, in cash or otherwiseotherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. In additionThe undersigned represents and warrants that the undersigned is not, upon and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer during the Closing Lock-Up Period. For the avoidance of doubt, if the undersigned is an officer under the rules and prior to the earlier of (x) the effectiveness regulations of the restrictions set forth Financial Industry Regulatory Authority, Inc. (“FINRA”) or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed or other Shares the undersigned may purchase in the Public Offering. If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a natural person, entity or “group” (as described above) that has executed a Lock-Up Agreement in substantially the same form as this Lock-Up Agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned. If the undersigned is an officer or director of the Company, (yi) June 30the Representatives agree that, 2010, DARA agrees that it shall not transfer or dispose at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock Stock, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed or will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver in accordance with the requirements under the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5131 (or any Derivative Securities successor provision thereto). Any release or waiver granted by the Representatives hereunder to any such officer (other than pursuant under the rules and regulations of FINRA) or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to this Agreementpermit a transfer not for consideration and (b) unless and until the proposed transferee(s) transferee has agreed in writing to be bound by the same terms described in this Section 8.2 with respect Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, if the undersigned is an employee (including any former employee of the Company, but excluding any director, executive officer or certain members of the Company’s management team named in Schedule I hereto), the undersigned may sell in the public market (subject to the terms and conditions of the Company’s xxxxxxx xxxxxxx policy, beginning at the commencement of trading on the first Trading Day on which the Common Stock is traded on the New York Stock Exchange and ending on the last day of the quarter following the most recent quarter for which quarterly or annual, as applicable, financial statements are included in the Prospectus, a number of shares of Common Stock acquired by such transferee. No transfer not in violation excess of 20% of the preceding sentence aggregate number of shares of Common Stock owned by the undersigned or issuable upon exercise of vested options to purchase shares of Common Stock, or any stock appreciation rights, in each case, owned by the undersigned as of March 8, 2021. The release of the undersigned’s shares from the restrictions contained in this Lock-Up Agreement pursuant to this paragraph shall be not include shares owned by any limited liability company, partnership, corporation, trust or other entity (including, without limitation, any investment fund), unless all of any force or effectthe equity interests and other economic interests in such entity are owned exclusively by the undersigned and immediate family members of the undersigned. Notwithstanding the foregoing, in addition to, and no such transfer shall be made or recorded on not by way of limitation of, any transfers by the books of SVI. DARA acknowledges undersigned that its covenants in this Section 8.2 are a material inducement for SVI permitted pursuant to enter into this Agreement and to consummate the Contemplated Transactions.paragraph above, the undersigned may:

Lock-Up Agreement. DARA Each holder of Registrable Securities agrees thatthat in connection with any registered offering of the Common Equity or other equity securities of the Company, at and upon the request of the underwriter(s) of SVI’s IPO and provided managing underwriter in such IPO is completed on or before June 30offering, 2010such holder shall not, DARA will enter into a lock-up agreement for without the benefit prior written consent of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall notmanaging underwriter, during the period beginning commencing on the effective date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO such registration and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after on/ the date specified by such managing underwriter (such period not to exceed 180 days in the case of an IPO or 90 days in the prospectus for case of any registration under the delivery of shares of Common Stock pursuant to the Securities Act other than an IPO), such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any units or shares of Common Stock Equity or any Derivative Securities; securities convertible into, exercisable for or exchangeable for units or shares of Common Equity held immediately before the effectiveness of the Registration Statement for such offering (whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casesuch securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of shares of Common Stock Equity or such other securities, in cash or otherwise. In additionThe foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2(a), upon the Closing Section 2(b), Section 2(c) or Section 3(a), and prior shall be applicable to the earlier holders of (x) Registrable Securities only if all officers and directors of the effectiveness Company and beneficial owners of 5% of the Common Equity of the Company are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock lock-up agreement pertaining to any officer, director or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactions5% beneficial owner.

Lock-Up Agreement. DARA agrees that, at the request of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if At any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to 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, lend or otherwise transfer or dispose of, any shares of Common Stock or any Derivative Securities; (b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and time prior to the earlier of (a) November 13, 2001 and (b) the date that the Purchasers cease collectively to beneficially own 10% or more of the Common Stock, the Company and its underwriters, by written notice from the Company and its lead underwriter to the Purchasers (a "Lock-up Request"), given as provided herein on or after the time of the initial filing with the Commission of any registration statement (other than a registration statement relating to an offering described in Section 9.1) with respect to any offering of Common Stock or securities convertible into Common Stock (the "Offering"), may request that the Purchasers agree not to offer, sell or transfer any of the (i) Purchased Shares and the Option Shares, (ii) shares of Series A Preferred Stock or Series B Preferred Stock issued as in-kind dividends on (x) the effectiveness Purchased Shares and the Option Shares or (y) other shares of Series A Preferred Stock or Series B Preferred Stock issued as in-kind dividends (such shares referred to in this clause (ii), "Dividend Shares") or (iii) Common Stock issued upon any conversion of the restrictions set forth Purchased Shares, Option Shares and/or Dividend Shares or engage in any hedging or similar transactions with respect to the Purchased Shares, Dividend Shares, Option Shares or Common Stock issued upon any conversion of the Purchased Shares, Option Shares and/or Dividend Shares during the 180-day period (the "Lock-up Period") beginning on a date specified in the Lock-Up Agreementup Request, which date may be as early as five (5) Business Days prior to the closing date of the Offering (but no later than the closing date of the Offering), and each Purchaser agrees to consent to and be bound by the restrictions specified in any such Lock-up Request; provided, however, that such a lock-up agreement with respect to any Offering shall not prevent any Purchaser from selling Purchased Shares, Dividend Shares, Option Shares or (y) June 30Common Stock issued upon any conversion of the Purchased Shares, 2010, DARA agrees that Option Shares and/or Dividend Shares which it is entitled to sell in such Offering pursuant to Section 9.2 if it shall have made the request specified therein. The foregoing notwithstanding, no Lock-up Request shall be effective and binding upon the Purchasers unless a similar lock-up is imposed upon all other Persons beneficially owning 10% or more of the Common Stock with respect to which the Company then has the power to request or impose such lock-up. Any such lock-up imposed upon any other Person shall be for the shorter of (i) the Lock-up Period and (ii) the maximum period the Company has the right or power to impose upon such other Person. The Lock-up Period may be terminated as to the Purchasers on written notice from either the Company or the lead underwriter of the Offering, and automatically shall be terminated immediately as to the Purchasers in the event it is terminated as to any other Person (including the Company and its Affiliates) or any other Person is otherwise released from any lock-up obligations with respect to the Offering. The Company shall specify the expected effective date of any Offering by notice to the Purchasers given not transfer later than two (2) Business Days prior to the beginning of the Lock-up Period. Each Purchaser shall cause each Person, together with its Affiliates, to whom it Transfers, in one or dispose a series of related transactions, the equivalent of 1,000,000 or more shares of Common Stock (assuming conversion of the Series A Preferred Stock and Series B Preferred Stock) to execute and deliver to the Company a letter agreement pursuant to which such transferee agrees (and to cause each other Person to whom it Transfers any shares of Common Stock if, after giving effect to such Transfer, such Person, together with its Affiliates, would beneficially own 1,000,000 or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the more shares of Common Stock acquired by such transferee. No transfer in violation (assuming conversion of Series A Preferred Stock and Series B Preferred Stock) to execute and deliver to the preceding sentence shall be Company a similar letter agreement) to comply with the requirements of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI 6.2 (including this sentence) to enter into this Agreement the same extent and subject to consummate the Contemplated Transactionssame terms and conditions as the Purchasers."

Lock-Up Agreement. DARA agrees that, at the request of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall not, during the period beginning on the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) The Seller hereby agrees not to, without the prior written consent of the Buyer, directly or indirectly, offer, pledge, sell, announce the intention to 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, lend or otherwise transfer or dispose of, any shares of Common Buyer Stock or file any Derivative Securities; (b) registration statement with respect to any of the foregoing, or enter into any swap or other arrangement agreement that transfers to another Persontransfers, in whole or in part, any of directly or indirectly, the economic consequences of ownership of shares of Common the Buyer Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such swap or transaction is to be settled by delivery of shares of Common Buyer Stock or other securities, in cash or otherwise. In addition, upon until after the second anniversary of the Closing and prior to Date (the earlier of “Restriction Period”); provided that nothing herein shall prohibit the Seller from (xi) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of surrendering any shares of Common Buyer Stock or any Derivative Securities (other than pursuant to this the terms of a merger or consolidation approved by the Board of Directors of the Buyer and a majority of the stockholders of the Buyer, (ii) tendering any shares of Buyer Stock pursuant to a tender offer made in compliance with Sections 13 and 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder and approved by the board of directors of the Buyer or (iii) selling shares of Buyer Stock as contemplated by and pursuant to the terms of the Registration Rights Agreement. Notwithstanding anything contained herein to the contrary, the undersigned may, without the prior written consent of the Buyer, transfer any shares of Buyer Stock (i) unless as a bona fide gift or gifts, (ii) to the equity owners of the Seller as of the date hereof or (iii) to a trust, partnership or other entity, the beneficiaries, partners or equity holders of which are exclusively the Seller or the equity owners of the Seller as of the date hereof; providing that the Seller provides prior written notice of such transfer to the Buyer and until the proposed transferee(s) has agreed thereof agree(s) in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Agreement and to consummate the Contemplated Transactionsrestrictions set forth herein.

Lock-Up Agreement. DARA agrees The Shareholder hereby acknowledges and understands that, at in connection with the request OSI Initial Public Offering, the representatives (the "Representatives") of the underwriter(sunderwriters (the "Underwriters") of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will propose to enter into a lock-up an underwriting or purchase agreement (the "Purchase Agreement") with OSI, among others, providing for the benefit public offering of shares of OSI Common Stock. The Shareholder hereby acknowledges and understands that, in connection with the entering into of such underwriter(s) in accordance with this Section 8.2 Purchase Agreement, the Representatives, on behalf of the Underwriters, will require the execution and delivery by the undersigned of an agreement (the “"Lock-Up Agreement”). Pursuant ") substantially to such Lock-Up Agreement, DARA will agree that it shall notthe effect that, during the a period beginning on of 180 days from the date of the prospectus for Purchase Agreement, the delivery Shareholder will not, without the prior written consent of shares of Common Stock pursuant to the IPO and ending either lead manager named in the final OSI Registration Statement, directly or indirectly, (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to 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 purchasefor the sale of, lend or otherwise dispose of or transfer any Exchangeable Shares or dispose of, any shares of OSI Common Stock or any Derivative Securities; securities convertible into or exchangeable or exercisable for Exchangeable Shares or OSI Common Stock, whether owned at the date of the Purchase Agreement or thereafter acquired by the Shareholder or with respect to which the Shareholder had at the date of the Purchase Agreement or thereafter acquires the power of disposition, or file any registration statement under the Securities Act with respect to any of the foregoing, or (bii) enter into any swap or any other arrangement agreement or any transaction that transfers to another Persontransfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of shares of the Exchangeable Shares or OSI Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such swap or transaction is to be settled by delivery of shares of Exchangeable Shares or OSI Common Stock or other securities, in cash or otherwise. In additionNotwithstanding the foregoing, upon without obtaining the Closing prior written consent of the lead manager named in the final OSI Registration Statement, the Shareholder will be permitted to transfer Exchangeable Shares or shares of OSI Common Stock otherwise subject to the Lock-Up Agreement to any immediate family member of the Shareholder, any trust established for the benefit of any such immediate family member or any corporation wholly owned by the Shareholder or any combination of the Shareholder and any of the foregoing, provided that, prior to such transfer and as a condition thereof, the earlier of (x) transferee shall deliver to the effectiveness of Representatives a written agreement to be bound by the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and Agreement until the proposed transferee(s) has agreed in writing expiration of the aforementioned 180-day period. The Shareholder hereby irrevocably constitutes and appoints each of Dougxxx Xxxxxxx xxx Cindx Xxxxxx, xx either of them, as the Shareholder's true and lawful attorney-in-fact and agent to be bound by this Section 8.2 with respect execute and deliver to the shares of Common Stock acquired by such transferee. No transfer Representatives in violation the name and on behalf of the preceding sentence shall Shareholder the Lock-Up Agreement substantially to the effect set forth above and to take such other actions on behalf of the Shareholder in connection with the Lock-Up Agreement as may be reasonably necessary. The Shareholder hereby represents and warrants to OSI and the Underwriters (a) that each of any force or effect, Mr. Xxxxxxx xxx Ms. Xxxxxx xx irrevocably authorized to execute and no deliver to the Representatives in the name and on behalf of the Shareholder such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 are a material inducement for SVI to enter into this Lock-Up Agreement and to consummate take such other actions on behalf of the Contemplated TransactionsShareholder in connection with the Lock-Up Agreement as may be reasonably necessary and (b) that upon such execution and delivery by such attorney-in-fact on behalf of the Shareholder, such Lock-Up Agreement will constitute the legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as such enforceability may be (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and (ii) subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Shareholder hereby confirms that he, she or it understands that the Underwriters and OSI will rely upon the foregoing in proceeding with the OSI Initial Public Offering. The foregoing shall be binding on the Shareholder and his, her or its respective successors, heirs, personal representatives and assigns.

Lock-Up Agreement. DARA Each Holder of Registrable Securities agrees thatthat in connection with any underwritten public offering of the Company’s Common Stock or other equity securities, at upon the request of the underwriter(s) of SVI’s IPO and provided managing underwriter in such IPO is completed on or before June 30offering, 2010such holder shall not, DARA will enter into a lock-up agreement for without the benefit prior written consent of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it shall notmanaging underwriter, during the period beginning commencing on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days in the case of an IPO or 90 days in the prospectus for the delivery case of shares of Common Stock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafterany registration other than an IPO), or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any Derivative Securities; securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another Personanother, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any casesuch securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees ; provided that it shall not transfer or dispose of any Holder may distribute shares of Common Stock to one or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed more of its members who agree in writing to be bound by and subject to the terms and conditions set forth in this Section 8.2 3 with respect to any registration declared effective prior to such distribution, subject to any contractual lock-up agreement entered into with the shares underwriters of Common Stock acquired by such transferee. No transfer in violation any underwritten public offering of the preceding sentence shall be Company’s Common Stock. The foregoing provisions of any force or effect, and no such transfer shall be made or recorded on the books of SVI. DARA acknowledges that its covenants in this Section 8.2 3 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2.1, Section 2.2 or Section 2.3. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter that are a material inducement for SVI consistent with the foregoing or that are necessary to enter into this Agreement and to consummate the Contemplated Transactionsgive further effect thereto.