Common use of Lock-Up Agreements of Company, Management and Affiliates Clause in Contracts

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred eighty (180) days after the effectiveness of the Registration Statement (the “Lock-Up Period”), without the prior written consent of USTS (which consent may be withheld in its sole discretion), (1) offer, pledge, 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, directly or indirectly, or (2) file with the Commission a registration statement under the Act to register, any Ordinary Shares, warrants, or any securities convertible into or exercisable or exchangeable for Ordinary Shares, except for a Form S-8 registration statement. The foregoing sentence shall not apply to: (i) any exercise (including a cashless exercise or broker-assisted exercise and payment of tax obligations), vesting or settlement, as applicable, of options or warrants to purchase Ordinary Shares or other equity awards pursuant to any stock incentive plan or stock purchase plan of the Company; provided that any Ordinary Shares received by the Person upon such exercise, conversion or exchange will be subject to the Lock-Up Period, (b) any establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares (a “Trading Plan”); provided that (i) the Trading Plan shall not provide for or permit any transfers, sales or other dispositions of Ordinary Shares during the Lock-Up Period and (ii) the Trading Plan would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (c) any transfer of Ordinary Shares acquired in open market transactions following the closing of this Offering, provided the transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (d) the transfer of the Person’s Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares to the Company in connection with the termination of the Person’s employment with the Company or pursuant to contractual arrangements under which the Company has the option to repurchase such shares, provided that no filing by any party under the Exchange Act shall be required or shall be made voluntarily within 45 days after the date the Person ceases to provide services to the Company, and after such 45th day, if the Person is required to file a report under the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares during the Lock-Up Period, the Person shall indicate in the footnotes thereto that the filing relates to the termination of the Person’s employment, and no other public announcement shall be made voluntarily in connection with such transfer (other than the filing on a Form 5, or such successor form, made after the expiration of the Lock-Up Period), (e) the conversion of the outstanding securities into Ordinary Shares, provided that any such Ordinary Shares received upon such conversion shall be subject to the restrictions on transfer set forth in this Lock-Up Agreement, or (f) the transfer of Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares pursuant to a bona fide third-party tender offer for securities of the Company, merger, consolidation or other similar transaction that is approved by the disinterested members of the board of directors of the Company, made to all holders of Ordinary Shares involving a change of control, provided that all of the securities subject to the Lock-Up Agreement shall remain subject to the restrictions therein. The Company has caused each of its officers and directors and shareholders of five percent (5%) or more of the outstanding Ordinary Shares of the Company to enter into agreements with the Representative in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred eighty (180) days after the effectiveness of the Registration Statement Closing Date (the “Lock-Up Period”), without the prior written consent of USTS the Representative (which consent may be withheld in its sole discretion), (1) offer, pledge, 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, directly or indirectly, or (2) file with the Commission a registration statement under the Securities Act to register, any Ordinary Sharesshares of Common Stock, warrants, or any securities convertible into or exercisable or exchangeable for Ordinary SharesCommon Stock or (2) enter into any swap or other derivatives transaction that transfers to another, except for a Form S-8 registration statementin whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to: (i) any exercise (including a cashless exercise or broker-assisted exercise and payment of tax obligations), vesting or settlement, as applicable, of options or warrants to purchase Ordinary Shares shares of Common Stock or other equity awards pursuant to any stock incentive plan or stock purchase plan of the Company; provided that any Ordinary Shares shares received by the Person upon such exercise, conversion or exchange will be subject to the Lock-Up Period, (b) any establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares shares of Common Stock (a “Trading Plan”); provided that (i) the Trading Plan shall not provide for or permit any transfers, sales or other dispositions of Ordinary Shares shares during the Lock-Up Period and (ii) the Trading Plan would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (c) any transfer of Ordinary Shares shares acquired in open market transactions following the closing of this Offering, provided the transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (d) the transfer of the Person’s Ordinary Shares shares of Common stock or any security convertible into or exercisable or exchangeable for Ordinary Shares Common Stock to the Company in connection with the termination of the Person’s employment with the Company or pursuant to contractual arrangements under which the Company has the option to repurchase such shares, provided that no filing by any party under the Exchange Act shall be required or shall be made voluntarily within 45 days after the date the Person ceases to provide services to the Company, and after such 45th day, if the Person is required to file a report under the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares shares of Common Share during the Lock-Up Period, the Person shall indicate in the footnotes thereto that the filing relates to the termination of the Person’s employment, and no other public announcement shall be made voluntarily in connection with such transfer (other than the filing on a Form 5, or such successor form, 5 made after the expiration of the Lock-Up Period), (e) the conversion of the outstanding securities into Ordinary Shares, provided that any such Ordinary Shares received upon such conversion shall be subject to the restrictions on transfer set forth in this Lock-Up Agreement, or (f) the transfer of Ordinary Shares shares or any security convertible into or exercisable or exchangeable for Ordinary Shares Common Stock pursuant to a bona fide third-party tender offer for securities of the Company, merger, consolidation or other similar transaction that is approved by the disinterested members of the board of directors of the Company, made to all holders of Ordinary Shares Common Stock involving a change of control, provided that all of the securities Person’s shares of Common Stock subject to the this Lock-Up Agreement shall remain subject to the restrictions thereinherein. The Company has caused each of its officers and directors directors, and shareholders holders of five percent (5%) or more of the outstanding Ordinary Shares Common Stock of the Company to enter into agreements with the Representative in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred eighty (180) 90 days after the effectiveness date of the Registration Statement Prospectus (the “Lock-Up Period”), without the prior written consent of USTS Credit Suisse Securities (USA) LLC (which consent may be withheld in its sole discretion), (1) offer, pledge, 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, directly or indirectly, or (2) file with the Commission a registration statement under the Act to register, any Ordinary Shares, warrants, shares of Common Stock or any securities convertible into or exercisable or exchangeable for Ordinary SharesCommon Stock or (2) enter into any swap or other derivatives transaction that transfers to another, except for a Form S-8 registration statementin whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to: to (iA) the Shares to be sold hereunder; (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, General Disclosure Package and the Prospectus; (including a cashless C) any shares of Common Stock issued by the Company upon the exercise or broker-assisted exercise and payment of tax obligations), vesting or settlement, as applicable, of options or warrants an option to purchase Ordinary Shares or other equity awards Common Stock granted pursuant to any employee stock incentive plan option plans or stock purchase plan ownership plans of the Company; provided that Company in effect on the date hereof and described in the Registration Statement, General Disclosure Package and the Prospectus (but for the avoidance of doubt, not any Ordinary Shares received by the Person sale of such shares issued upon such exercise, conversion or exchange will be subject to the Lock-Up Period, ); (bD) any establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act entry into agreements providing for the transfer issuance by the Company of Ordinary Shares (a “Trading Plan”); provided that (i) the Trading Plan shall not provide for or permit any transfers, sales or other dispositions shares of Ordinary Shares during the Lock-Up Period and (ii) the Trading Plan would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (c) any transfer of Ordinary Shares acquired in open market transactions following the closing of this Offering, provided the transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (d) the transfer of the Person’s Ordinary Shares Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company or exchangeable for Ordinary Shares its subsidiary of the securities, business, property or other assets of another person or entity pursuant to an employee benefit plan assumed by the Company in connection with the termination of the Person’s employment with the Company or such acquisition, and issue any such securities pursuant to contractual arrangements under which the Company has the option to repurchase such shares, provided that no filing by any party under the Exchange Act shall be required or shall be made voluntarily within 45 days after the date the Person ceases to provide services to the Company, and after such 45th day, if the Person is required to file a report under the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares during the Lock-Up Period, the Person shall indicate in the footnotes thereto that the filing relates to the termination of the Person’s employment, and no other public announcement shall be made voluntarily in connection with such transfer (other than the filing on a Form 5, or such successor form, made after the expiration of the Lock-Up Period), (e) the conversion of the outstanding securities into Ordinary Shares, provided that any such Ordinary Shares received upon such conversion shall be subject to agreement; (E) entry into agreements providing for the restrictions on transfer set forth in this Lock-Up Agreement, or (f) the transfer issuance of Ordinary Shares shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or exchangeable for Ordinary Shares other strategic transactions, and the issuance of any such securities pursuant to a bona fide third-party tender offer for securities any such agreements; provided that in the case of clauses (D) and (E), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clauses (D) and (E), taken together, shall not exceed 5.0% of the Companytotal number of shares of Common Stock issued and outstanding immediately subsequent to the completion of the transactions contemplated by this Agreement; provided further that in the case of clauses (D) and (E), mergerit shall be a condition to the sale, consolidation issuance or transfer of shares of any such securities that the transferee executes and delivers to the Representatives, acting on behalf of the Underwriters, not later than one business day prior to such transfer, a written agreement, in substantially the form of Exhibit A to this Agreement, and otherwise satisfactory in form and substance to the Representatives; (F) the filing of or amendment to a registration statement on Form S-8 under the Securities Act to register the offer and sale of securities to be issued pursuant to any employee benefit or equity incentive plan of the Company in effect on the date hereof and that is described in the Registration Statement, General Disclosure Package and the Prospectus, and issuance of securities pursuant to any such employee benefit or equity incentive plan (including, without limitation, the issuance of shares of Common Stock upon the exercise of options or other similar transaction that is approved by the disinterested members of the board of directors of the Company, made securities issued pursuant to all holders of Ordinary Shares involving a change of controlsuch employee benefit or equity incentive plan), provided that all (1) this clause (F) shall not be available unless each executive officer or director recipient of shares of Common Stock, or securities exchangeable or exercisable for or convertible into Common Stock, pursuant to any such employee benefit or equity incentive plan shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such shares or securities during the securities subject to remainder of the Lock-Up Agreement shall remain subject to the restrictions thereinPeriod. The Company has caused shall cause each of its executive officers and directors and shareholders of five percent (5%) or more of the outstanding Ordinary Shares of the Company their affiliated entities to enter into agreements with the Representative Representatives in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred eighty (180) days after the effectiveness of the Registration Statement Closing Date (the “Lock-Up Period”), without the prior written consent of USTS Spartan (which consent may be withheld in its sole discretion), (1) offer, pledge, 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, directly or indirectly, or (2) file with the Commission a registration statement under the Act to register, any Ordinary Sharesshares of common stock, warrants, or any securities convertible into or exercisable or exchangeable for Ordinary Sharescommon stock or (2) enter into any swap or other derivatives transaction that transfers to another, except for a Form S-8 registration statementin whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of common stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to: (i) any exercise (including a cashless exercise or broker-assisted exercise and payment of tax obligations), vesting or settlement, as applicable, of options or warrants to purchase Ordinary Shares or other equity awards pursuant to any stock incentive plan or stock purchase plan of the Company; provided that any Ordinary Shares received by the Person upon such exercise, conversion or exchange will be subject to the Lock-Up Period, (b) any establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares (a “Trading Plan”); provided that (i) the Trading Plan shall not provide for or permit any transfers, sales or other dispositions of Ordinary Shares during the Lock-Up Period and (ii) the Trading Plan would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (c) any transfer of Ordinary Shares acquired in open market transactions following the closing of this Offering, provided the transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (d) the transfer of the Person’s Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares Common Stock to the Company in connection with the termination of the Person’s employment with the Company or pursuant to contractual arrangements under which the Company has the option to repurchase such shares, provided that no filing by any party under the Exchange Act shall be required or shall be made voluntarily within 45 days after the date the Person ceases to provide services to the Company, and after such 45th day, if the Person is required to file a report under the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares shares of Common Share during the Lock-Up Period, the Person shall indicate in the footnotes thereto that the filing relates to the termination of the Person’s employment, and no other public announcement shall be made voluntarily in connection with such transfer (other than the filing on a Form 5, or such successor form, 5 made after the expiration of the Lock-Up Period), (e) the conversion of the outstanding securities into Ordinary Shares, provided that any such Ordinary Shares received upon such conversion shall be subject to the restrictions on transfer set forth in this Lock-Up Agreement, or (f) the transfer of Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares pursuant to a bona fide third-party tender offer for securities of the Company, merger, consolidation or other similar transaction that is approved by the disinterested members of the board of directors of the Company, made to all holders of Ordinary Shares Common Stock involving a change of control, provided that all of the securities Undersigned’s Relevant Securities subject to the this Lock-Up Agreement shall remain subject to the restrictions thereinherein. The Company has caused each of its officers and directors and certain shareholders of five percent (5%) or more of the outstanding Ordinary Shares Common Stock of the Company to enter into agreements with the Representative in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred and eighty (180) days after the effectiveness of the Registration Statement Closing Date (the “Lock-Up Period”), without the prior written consent of USTS XX Xxxxxx (which consent may be withheld in its sole discretion), (1) offer, pledge, 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, directly or indirectly, or (2) file with the Commission a registration statement under the Act to register, any Ordinary Shares, warrants, or any securities convertible into or exercisable or exchangeable for Ordinary Shares or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of Shares, except for a Form S-8 registration statementor Warrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares, Warrants or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to: to (iA) the Securities to be sold hereunder, (B) any exercise (including a cashless exercise or broker-assisted exercise and payment of tax obligations), vesting or settlement, as applicable, of options or warrants to purchase Ordinary Shares or other equity awards issued pursuant to any stock incentive plan or stock purchase plan of the Company; provided that any Ordinary Shares received by the Person upon such exercise, conversion or exchange will be subject to the Lock-Up Period, (b) any establishment of a trading plan established prior to July 1, 2020 pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares (a “Trading Plan”); provided that (i) the Trading Plan shall not provide for or permit any transfers, sales or other dispositions of Ordinary Shares during the Lock-Up Period and (ii) the Trading Plan would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily madeAct, (cC) the issuance of Shares upon the exercise or conversion of options, warrants or other convertible securities outstanding, and as in effect, on the date of this Agreement, and (D) any transfer of Ordinary Shares, dividend equivalent rights or other equity based awards issued, or options to purchase Shares acquired in open market transactions following the closing of this Offeringgranted, provided the transfer would not require any filing under Section 16(a) pursuant to existing employee benefit plans of the Exchange Act and no Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus (including the filing of a registration statement on Form S-8 relating to such filing is voluntarily made, (d) the transfer existing employee benefit plans of the Person’s Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares Company referred to in the Company in connection with the termination of the Person’s employment with the Company or pursuant to contractual arrangements under which the Company has the option to repurchase such shares, provided that no filing by any party under the Exchange Act shall be required or shall be made voluntarily within 45 days after the date the Person ceases to provide services to the Company, and after such 45th day, if the Person is required to file a report under the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares during the Lock-Up PeriodRegistration Statement, the Person shall indicate in General Disclosure Package or the footnotes thereto that the filing relates to the termination of the Person’s employment, and no other public announcement shall be made voluntarily in connection with such transfer (other than the filing on a Form 5, or such successor form, made after the expiration of the Lock-Up PeriodProspectus), (e) the conversion of the outstanding securities into Ordinary Shares, provided that any such Ordinary Shares received upon such conversion shall be subject to the restrictions on transfer set forth in this Lock-Up Agreement, or (f) the transfer of Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares pursuant to a bona fide third-party tender offer for securities of the Company, merger, consolidation or other similar transaction that is approved by the disinterested members of the board of directors of the Company, made to all holders of Ordinary Shares involving a change of control, provided that all of the securities subject to the Lock-Up Agreement shall remain subject to the restrictions therein. The Company has caused each of its officers and directors and shareholders of five percent (5%) or more of the outstanding Ordinary Shares of the Company to enter into agreements with the Representative in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred eighty (180) days after the effectiveness of the Registration Statement Closing Date (the “Lock-Up Period”), without the prior written consent of USTS the Representative (which consent may be withheld in its sole discretion), (1) offer, pledge, 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, directly or indirectly, or (2) file with the Commission a registration statement under the Act to register, any Ordinary Sharesshares of Common Stock, warrants, or any securities convertible into or exercisable or exchangeable for Ordinary SharesCommon Stock or (2) enter into any swap or other derivatives transaction that transfers to another, except for a Form S-8 registration statementin whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to: (i) any exercise (including a cashless exercise or broker-assisted exercise and payment of tax obligations), vesting or settlement, as applicable, of options or warrants to purchase Ordinary Shares shares of Common Stock or other equity awards pursuant to any stock incentive plan or stock purchase plan of the Company; provided that any Ordinary Shares shares received by the Person upon such exercise, conversion or exchange will be subject to the Lock-Up Period, (b) any establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares shares of Common Stock (a “Trading Plan”); provided that (i) the Trading Plan shall not provide for or permit any transfers, sales or other dispositions of Ordinary Shares shares during the Lock-Up Period and (ii) the Trading Plan would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (c) any transfer of Ordinary Shares shares acquired in open market transactions following the closing of this Offering, provided the transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (d) the transfer of the Person’s Ordinary Shares shares of Common stock or any security convertible into or exercisable or exchangeable for Ordinary Shares Common Stock to the Company in connection with the termination of the Person’s employment with the Company or pursuant to contractual arrangements under which the Company has the option to repurchase such shares, provided that no filing by any party under the Exchange Act shall be required or shall be made voluntarily within 45 days after the date the Person ceases to provide services to the Company, and after such 45th day, if the Person is required to file a report under the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares shares of Common Share during the Lock-Up Period, the Person shall indicate in the footnotes thereto that the filing relates to the termination of the Person’s employment, and no other public announcement shall be made voluntarily in connection with such transfer (other than the filing on a Form 5, or such successor form, 5 made after the expiration of the Lock-Up Period), (e) the conversion of the outstanding securities into Ordinary Shares, provided that any such Ordinary Shares received upon such conversion shall be subject to the restrictions on transfer set forth in this Lock-Up Agreement, or (f) the transfer of Ordinary Shares shares or any security convertible into or exercisable or exchangeable for Ordinary Shares Common Stock pursuant to a bona fide third-party tender offer for securities of the Company, merger, consolidation or other similar transaction that is approved by the disinterested members of the board of directors of the Company, made to all holders of Ordinary Shares Common Stock involving a change of control, provided that all of the securities Person’s shares of Common Stock subject to the this Lock-Up Agreement shall remain subject to the restrictions thereinherein. The Company has caused each of its officers and directors directors, holders of the Company’s Series B preferred stock and certain shareholders of five percent (5%) or more of the outstanding Ordinary Shares Common Stock of the Company to enter into agreements with the Representative in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred eighty (180) days after the effectiveness of the Registration Statement Closing Date (the “Lock-Up Period”), without the prior written consent of USTS (which consent may be withheld in its sole discretion), (1) offer, pledge, 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, directly or indirectly, or (2) file with the Commission a registration statement under the Act to register, any Ordinary Sharesshares of common stock, warrants, or any securities convertible into or exercisable or exchangeable for Ordinary Sharescommon stock, except for a Form S-8 registration statement. The foregoing sentence shall not apply to: (i) any exercise (including a cashless exercise or broker-assisted exercise and payment of tax obligations), vesting or settlement, as applicable, of options or warrants to purchase Ordinary Shares or other equity awards pursuant to any stock incentive plan or stock purchase plan of the Company; provided that any Ordinary Shares received by the Person upon such exercise, conversion or exchange will be subject to the Lock-Up Period, (b) any establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares (a “Trading Plan”); provided that (i) the Trading Plan shall not provide for or permit any transfers, sales or other dispositions of Ordinary Shares during the Lock-Up Period and (ii) the Trading Plan would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (c) any transfer of Ordinary Shares acquired in open market transactions following the closing of this Offering, provided the transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (d) the transfer of the Person’s Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares Common Stock to the Company in connection with the termination of the Person’s employment with the Company or pursuant to contractual arrangements under which the Company has the option to repurchase such shares, provided that no filing by any party under the Exchange Act shall be required or shall be made voluntarily within 45 days after the date the Person ceases to provide services to the Company, and after such 45th day, if the Person is required to file a report under the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares shares of Common Share during the Lock-Up Period, the Person shall indicate in the footnotes thereto that the filing relates to the termination of the Person’s employment, and no other public announcement shall be made voluntarily in connection with such transfer (other than the filing on a Form 5, or such successor form, 5 made after the expiration of the Lock-Up Period), (e) the conversion of the outstanding securities into Ordinary Shares, provided that any such Ordinary Shares received upon such conversion shall be subject to the restrictions on transfer set forth in this Lock-Up Agreement, or (f) the transfer of Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares pursuant to a bona fide third-party tender offer for securities of the Company, merger, consolidation or other similar transaction that is approved by the disinterested members of the board of directors of the Company, made to all holders of Ordinary Shares Common Stock involving a change of control, provided that all of the securities Undersigned’s Relevant Securities subject to the this Lock-Up Agreement shall remain subject to the restrictions thereinherein. The Company has caused each of its officers and directors and shareholders of five percent (5%) or more of the outstanding Ordinary Shares Common Stock of the Company to enter into agreements with the Representative in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred eighty ninety (18090) days after the effectiveness of the Registration Statement Closing Date (the “Lock-Up Period”), without the prior written consent of USTS Maxim (which consent may be withheld in its sole discretion), (1) offer, pledge, 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, directly or indirectly, or (2) file with the Commission a registration statement under the Act to register, any Ordinary Shares, warrantsshares of common stock Warrants, or any securities convertible into or exercisable or exchangeable for Ordinary Sharescommon stock or (2) enter into any swap or other derivatives transaction that transfers to another, except in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of shares of common stock, or Warrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock, Warrants or other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above; provided, that, the Lock-Up Period shall be for a Form S-8 registration statementperiod of sixty (60) days after the date of Prospectus for any securities issued pursuant to that certain Controlled Equity Offering Sales Agreement, dated April 18, 2013, by and between the Company and Cantor Xxxxxxxxxx & Co. (the “Sales Agreement”). The foregoing sentence shall not apply to: to (iA) the Securities to be sold hereunder, (B) any exercise (including a cashless exercise or broker-assisted exercise and payment shares of tax obligations), vesting or settlement, as applicable, of options or warrants to purchase Ordinary Shares or other equity awards common stock issued pursuant to any stock incentive plan or stock purchase plan of the Company; provided that any Ordinary Shares received by the Person upon such exercise, conversion or exchange will be subject to the Lock-Up Period, (b) any establishment of a trading plan established prior to May 13, 2016 pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares (a “Trading Plan”); provided that (i) the Trading Plan shall not provide for or permit any transfers, sales or other dispositions of Ordinary Shares during the Lock-Up Period and (ii) the Trading Plan would not require any filing under Section 16(a) of the Exchange Act Act, and no such filing is voluntarily made, (c) any transfer of Ordinary Shares acquired in open market transactions following the closing of this Offering, provided the transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (dC) the transfer issuance of Common Stock upon the Person’s Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares to exercise of warrants as disclosed as outstanding in the Company in connection with the termination of the Person’s employment with the Company or pursuant to contractual arrangements under which the Company has the option to repurchase such shares, provided that no filing by any party under the Exchange Act shall be required or shall be made voluntarily within 45 days after the date the Person ceases to provide services to the Company, and after such 45th day, if the Person is required to file a report under the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares during the Lock-Up PeriodRegistration Statement, the Person shall indicate in General Disclosure Package or the footnotes thereto that the filing relates to the termination of the Person’s employment, and no other public announcement shall be made voluntarily in connection with such transfer (other than the filing on a Form 5, or such successor form, made after the expiration of the Lock-Up Period), (e) the conversion of the outstanding securities into Ordinary Shares, provided that any such Ordinary Shares received upon such conversion shall be subject to the restrictions on transfer set forth in this Lock-Up Agreement, or (f) the transfer of Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares pursuant to a bona fide third-party tender offer for securities of the Company, merger, consolidation or other similar transaction that is approved by the disinterested members of the board of directors of the Company, made to all holders of Ordinary Shares involving a change of control, provided that all of the securities subject to the Lock-Up Agreement shall remain subject to the restrictions thereinProspectus. The Company has caused each of its officers and directors and shareholders of five percent (5%) or more of the outstanding Ordinary Shares of the Company to enter into agreements with the Representative in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred eighty (180) days after the effectiveness of the Registration Statement Closing Date (the “Lock-Up Period”), without the prior written consent of USTS Axxxxxxxx (which consent may be withheld in its sole discretion), (1) offer, pledge, 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, directly or indirectly, or (2) file with the Commission a registration statement under the Act to register, any Ordinary Sharesshares of common stock, warrants, or any securities convertible into or exercisable or exchangeable for Ordinary Sharescommon stock, except for a Form S-8 registration statement. The foregoing sentence shall not apply to: (i) any exercise (including a cashless exercise or broker-assisted exercise and payment of tax obligations), vesting or settlement, as applicable, of options or warrants to purchase Ordinary Shares shares of Common Stock or other equity awards pursuant to any stock incentive plan or stock purchase plan of the Company; provided that any Ordinary Shares shares of Common Stock received by the Person upon such exercise, conversion or exchange will be subject to the Lock-Up Period, (b) any establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares shares of Common Stock (a “Trading Plan”); provided that (i) the Trading Plan shall not provide for or permit any transfers, sales or other dispositions of Ordinary Shares share of Common Stock during the Lock-Up Period and (ii) the Trading Plan would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (c) any transfer of Ordinary Shares shares of Common Stock acquired in open market transactions following the closing of this Offering, provided the transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (d) the transfer of the Person’s Ordinary Shares shares of Common Stock or any security convertible into or exercisable or exchangeable for Ordinary Shares Common Stock to the Company in connection with the termination of the Person’s employment with the Company or pursuant to contractual arrangements under which the Company has the option to repurchase such shares, provided that no filing by any party under the Exchange Act shall be required or shall be made voluntarily within 45 days after the date the Person ceases to provide services to the Company, and after such 45th day, if the Person is required to file a report under the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares shares of Common Stock during the Lock-Up Period, the Person shall indicate in the footnotes thereto that the filing relates to the termination of the Person’s employment, and no other public announcement shall be made voluntarily in connection with such transfer (other than the filing on a Form 5, or such successor form, made after the expiration of the Lock-Up Period), (e) the conversion of the outstanding securities into Ordinary Sharesshares of Common Stock, provided that any such Ordinary Shares shares of Common Stock received upon such conversion shall be subject to the restrictions on transfer set forth in this Lock-Up Agreement, or (f) the transfer of Ordinary Shares shares of Common Stock or any security convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock pursuant to a bona fide third-party tender offer for securities of the Company, merger, consolidation or other similar transaction that is approved by the disinterested members of the board of directors of the Company, made to all holders of Ordinary Shares Common Stock involving a change of control, provided that all of the securities subject to the Lock-Up Agreement shall remain subject to the restrictions therein. The Company has caused each of its officers and directors and shareholders of five percent (5%) or more of the outstanding Ordinary Shares Common Stock of the Company to enter into agreements with the Representative in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management and Affiliates. The Company shall not, for a period of one hundred eighty (180) days after the effectiveness of the Registration Statement Closing Date (the “Lock-Up Period”), without the prior written consent of USTS Xxxxxxxxx (which consent may be withheld in its sole discretion), (1) offer, pledge, 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, directly or indirectly, or (2) file with the Commission a registration statement under the Act to register, any Ordinary Sharesshares of common stock, warrants, or any securities convertible into or exercisable or exchangeable for Ordinary Sharescommon stock, except for a Form S-8 registration statement. The foregoing sentence shall not apply to: (i) any exercise (including a cashless exercise or broker-assisted exercise and payment of tax obligations), vesting or settlement, as applicable, of options or warrants to purchase Ordinary Shares shares of Common Stock or other equity awards pursuant to any stock incentive plan or stock purchase plan of the Company; provided that any Ordinary Shares shares of Common Stock received by the Person upon such exercise, conversion or exchange will be subject to the Lock-Up Period, (b) any establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares shares of Common Stock (a “Trading Plan”); provided that (i) the Trading Plan shall not provide for or permit any transfers, sales or other dispositions of Ordinary Shares share of Common Stock during the Lock-Up Lock‐Up Period and (ii) the Trading Plan would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (c) any transfer of Ordinary Shares shares of Common Stock acquired in open market transactions following the closing of this Offering, provided the transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (d) the transfer of the Person’s Ordinary Shares shares of Common Stock or any security convertible into or exercisable or exchangeable for Ordinary Shares Common Stock to the Company in connection with the termination of the Person’s employment with the Company or pursuant to contractual arrangements under which the Company has the option to repurchase such shares, provided that no filing by any party under the Exchange Act shall be required or shall be made voluntarily within 45 days after the date the Person ceases to provide services to the Company, and after such 45th day, if the Person is required to file a report under the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares shares of Common Stock during the Lock-Up Period, the Person shall indicate in the footnotes thereto that the filing relates to the termination of the Person’s employment, and no other public announcement shall be made voluntarily in connection with such transfer (other than the filing on a Form 5, or such successor form, made after the expiration of the Lock-Up Period), (e) the conversion of the outstanding securities into Ordinary Sharesshares of Common Stock, provided that any such Ordinary Shares shares of Common Stock received upon such conversion shall be subject to the restrictions on transfer set forth in this Lock-Up Agreement, or (f) the transfer of Ordinary Shares shares of Common Stock or any security convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock pursuant to a bona fide third-party tender offer for securities of the Company, merger, consolidation or other similar transaction that is approved by the disinterested members of the board of directors of the Company, made to all holders of Ordinary Shares Common Stock involving a change of control, provided that all of the securities subject to the Lock-Up Agreement shall remain subject to the restrictions therein. The Company has caused each of its officers and directors and shareholders of five percent (5%) or more of the outstanding Ordinary Shares Common Stock of the Company to enter into agreements with the Representative in the form set forth in Exhibit A.