Common use of Lock-Up Period Clause in Contracts

Lock-Up Period. 2.20.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such that for a period of 180 days from the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 2.20.1. Each Insider and each beneficial owner of 5% or more of the Company’s officers and directors beneficially Company holding shares of Common Stock outstanding Ordinary Shares (or securities convertible into Common StockOrdinary Shares) (together officers and directors are referred to as with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit B, such B that for a period of 180 days six months from the effective date of the Prospectus Registration Statement (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockCompany securities, capital stock, or any securities convertible into or exercisable or exchangeable for Common StockCompany securities or capital stock, without the consent of the UnderwriterRepresentative, except for issuances of Ordinary Shares upon the exercise of currently outstanding options, warrants and options that may be issued pursuant to an Incentive compensation plan approved by the Company’s board of directors. The Underwriter Representative may consent to an early release from the applicable Lock-Up Period period if, in its opinion, the market for the Common Stock ADSs would not be adversely impacted by salessales and in cases of financial emergency of an Insider or other stockholder. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter Representative the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 2.20.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of 180 days six months from the Effective Dateeffective date of the Registration Statement, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in Section this paragraph 2.20.2 shall not apply to (i) the Securities ADSs and Ordinary Shares to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock Ordinary Shares upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; hereof of, provided that the Representative has been advised in writing of such issuance prior to the date hereof or (iii) the issuance by the Company of options option to purchase or shares of capital stock of the Company under any stock or equity compensation plan of the Company. For purposes of subclause (ii) in this paragraph, Representative acknowledges that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Representative. 2.20.4 2.20.3. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter Representative waives such extension.

Lock-Up Period. 2.20.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such that for During a period of 180 45 days from the date of the Prospectus this Agreement (the “Lock-Up Period”), such persons and their affiliated parties shall the Company will not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose ofwithout your prior written consent, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, indirectly (i) 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, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) Common Stock or file or caused to be filed any registration statement with under the Commission 1933 Act relating to the offering of any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of capital stock of Common Stock, or publicly announce the Company (other than registration of intention to make any stock such offer, pledge, sale, contract to sell, purchase, grant, transfer, disposition or equity compensation plan) filing, or (iiiii) enter into any swap or other arrangement agreement or transaction that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic consequences of ownership of capital stock of the CompanyCommon Stock, whether any such swap, agreement, or other transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares of capital stock of the Company or such Common Stock, other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply , except for (A) Common Stock issued pursuant to this Agreement, (iB) Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Securities Company, (C) Common Stock issued pursuant to be sold hereunder; the Company’s existing dividend reinvestment and stock purchase plan, (iiD) the issuance by the Company of non-managing member units exchangeable for shares of Common Stock issued by subsidiaries of the Company in connection with the acquisition of properties or interests therein (provided that such units referred to in this clause (D) are not exchangeable for Common Stock for at least one year from the date of issuance thereof and the Company does not cause or permit (by waiver or otherwise) the exchange of such units for Common Stock during such one year period), (E) Common Stock issuable upon the exercise exchange of an option or warrant or similar security or non-managing member units of subsidiaries of the conversion of a security Company outstanding on the date hereof; of this Agreement or (iiiF) the issuance by the Company of options Common Stock issued under a registration statement or pursuant to an exemption from registration in connection with future business combinations or acquisitions or registration statements on Form S-8 filed to register shares of capital stock of the Company under any stock or equity compensation plan Common Stock that are issuable pursuant to existing employee benefit plans of the Company. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 Each (a) Without the prior written consent of the Company’s officers and directors beneficially holding shares , the Investor shall not, nor shall it permit any of Common Stock (its Affiliates to, directly or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed Lock-Up Agreementsindirectly, in the form a attached hereto as Exhibit B, such that for a period of 180 days from the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend pledge or otherwise transfer dispose of (or dispose ofenter into any transaction which is designed to, directly or indirectlymight reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), 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 with respect to, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, such Common Stock, or publicly announce an intention to effect any securities convertible into or exercisable or exchangeable such transaction, for Common Stock, without the consent one-year period commencing on the date of the Underwriter. The Underwriter may consent First Closing, other than (i) transfers to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each Affiliates of the Lock-Up Parties to deliver to Investor or (ii) the Underwriter the agreements of each exercise or conversion of the Lock-Up Parties to Warrant or the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the ActConvertible Notes. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without (b) Without the prior written consent of the UnderwriterCompany, it will not, for a period of 180 days from neither the Effective Date, (i) 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 ofInvestor nor Ipsen shall, directly or indirectly, sell, transfer or dispose of any shares of the capital stock of any wholly-owned Subsidiary of Ipsen or the Company or any securities convertible into or exercisable or exchangeable for Investor that holds shares of capital stock Common Stock for the one-year period commencing on the date of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (First Closing, other than registration of any stock sales or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole another wholly-owned Subsidiary of Ipsen or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (iiInvestor. This Section 7.1(b) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to (i) such a sale, transfer or disposal the Securities primary purpose of which is a bona fide sale, transfer or disposal of all or at least the part of Xxxxx’x business that is reasonably related to the Somatuline Autogel License and Increlex License and not primarily the sale, transfer or disposal of the shares of Common Stock held by such Subsidiary, provided that the transferee in any such sale, transfer or disposal agrees to be sold hereunder; (ii) the issuance bound by the Company terms of Section 7.1 hereof. (c) Purported sales, transfers or dispositions of shares of Common Stock upon the exercise that are not in compliance with this Section 7.1 shall be void and shall be of an option no force or warrant or similar security or the conversion of a security outstanding on the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Companyeffect. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together with the Company’s officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed execute and deliver Lock-Up Agreements, in the form a attached hereto as Exhibit B, such Agreements which provide that for a period of 180 days from the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the UnderwriterMDB. The Underwriter form of Lock Up Agreement is attached hereto as Annex 3. MDB may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwriterMDB, it will not, for a period of 180 days from the Effective Date, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, other than options and similar awards under the employee equity plans of the Company and the exercise of such options and similar awards; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than the registration of any stock or equity compensation planplans) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 (i) Each Insider and each beneficial owner of the Company’s officers and directors beneficially Company holding outstanding ordinary shares of Common Stock (or securities convertible into Common Stockordinary shares) (together officers and directors are referred to as with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit B, such Annex IV that for a period of 180 ending one hundred and eighty (180) days from the date of the Prospectus commencement of sales of this Offering (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockSecurities or capital stock of the Company, including ordinary shares, or any securities convertible into or exercisable or exchangeable for Common Stocksuch Securities or capital stock, without the consent of the UnderwriterUnderwriters. The Underwriter Underwriters may consent to an early release from the applicable Lock-Up Period period if, in its opinion, the market for the Common Stock Securities would not be adversely impacted by sales. The Company has caused each sales and in cases of the Lock-Up Parties to deliver to the Underwriter the agreements financial emergency of each an Insider or other holders of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the ActSecurities. 2.20.2 (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwriterUnderwriters, it will not, for a period of 180 ending one hundred and eighty (180) days from the Effective Datedate of commencement of sales of this Offering, (iA) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iiB) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) Company; or (iiiC) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (iA), (iiB) or (iiiC) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in this Section 2.20.2 2(p)(ii) shall not apply to (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 Each of the Company’s officers officers, directors and directors shareholders holding beneficially holding or of record greater than 5% of the outstanding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as calculated before the “Lock-Up Parties”) have offering, has agreed pursuant to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such Agreement that for a period of 180 days twelve (12) months from the date of the Prospectus Effective Date (the “Lock-Up Period”), such persons and their affiliated parties shall not offer(i) sell, offer to sell, contract or agree to sell, hypothecate, assign, transfer, pledge, sell, contract grant any option to sell, grant, lend purchase or otherwise transfer dispose of, or announce the intention to otherwise dispose of, directly or indirectly, any Common Stockshares of our ordinary shares (including, without limitation, ordinary shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act, as the same may be amended or any supplemented from time to time (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stockthe ordinary shares, without or any warrants or other rights to purchase, the consent foregoing (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the UnderwriterBeneficially Owned Shares or securities convertible into or exercisable or exchangeable for shares of our ordinary shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the our ordinary shares or securities convertible into or exercisable or exchangeable for shares of our ordinary shares, or (iv) publicly announce an intention to effect any transaction specified in clause (i) or (ii) above. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock Shares would not be adversely impacted by salessales and in cases of financial emergency of an officer, director or other stockholder. The Company has caused each of the lock-up parties, identified on Schedule 3 attached herein (the “Lock-Up Parties Parties”) to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the Transfer Agent (as defined below) for the Shares with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement. In addition, the Company shall, and each of the Lock-Up Parties shall agree to, report transactions by certain insiders on a Form 6-K from time to time as set forth in the Registration Statement or by agreement with such shareholders. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph Section 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter Representative, at its sole discretion, waives such extension.

Lock-Up Period. 2.20.1 (i) Each Insider and each beneficial owner of the Company’s officers and directors beneficially Company holding shares 5% or more of Common Stock the outstanding Ordinary Shares (or securities convertible into Common StockOrdinary Shares) (together officers and directors are referred to as with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit B, such Annex IV that for a period of 180 ending one hundred and eighty (180) days from the effective date of the Prospectus Registration Statement (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockSecurities or capital stock of the Company, including Ordinary Shares, or any securities convertible into or exercisable or exchangeable for Common Stocksuch Securities or capital stock, without the consent of the UnderwriterUnderwriters, with certain exceptions. The Underwriter Underwriters may consent to an early release from the applicable Lock-Up Period period if, in its opinion, the market for the Common Stock Securities would not be adversely impacted by sales. The Company has caused each sales and in cases of the Lock-Up Parties to deliver to the Underwriter the agreements financial emergency of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Actan Insider or other stockholder. 2.20.2 (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwriterUnderwriters, it will not, for a period of 180 ending ninety (90) days after the from the Effective Closing Date, (iA) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iiB) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iiiC) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (iA), (iiB) or (iiiC) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in this Section 2.20.2 2(t)(ii) shall not apply to (iD) the Securities to be sold hereunder; , (iiE) the issuance by the Company of shares of Common Stock Securities upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof; or , (iiiF) the issuance by the Company of options option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding Company outstanding on the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Perioddate hereof, or (iiiv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the expiration date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extensionUnderwriters.

Lock-Up Period. 2.20.1 (i) Each of the Company’s officers and directors beneficially holding shares of Common Stock Insider (or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed has agreed, pursuant to an executed Lock-Up Agreements, Agreement in the form a attached hereto as Exhibit BAnnex I (for officers, such directors and 5% or greater shareholders), that for a period of 180 days from ending six (6) months after the date of commencement of sales of the Prospectus Offering (the “Lock-Up Period”), each such persons person and their respective affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockSecurities or share capital of the Company, including Ordinary Shares, or any securities convertible into or exercisable or exchangeable for Common Stocksuch Securities or share capital, without the consent of the Underwriter, with certain exceptions. The Underwriter may consent to an early release from the applicable Lock-Up Period period if, in its opinion, the market for the Common Stock Securities would not be adversely impacted by sales. The Company has caused each sales and in cases of the financial emergency of a Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Actup Party. 2.20.2 (ii) The Company, on behalf of itself and any successor entity, has agreed that, pursuant to an executed Lock-Up Agreement in the form attached hereto as Annex II and without the prior written consent of the Underwriter, it will not, for a period ending three (3) months after the date of 180 days from commencement of sales of the Effective DateOffering, (i) 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, any shares of share capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of share capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in this Section 2.20.2 2(t)(ii) shall not apply to (i) the Securities to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock Securities upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof of, provided that the Underwriter has been advised in writing of such issuance prior to the date hereof; or , (iii) the issuance by the Company of options option to purchase or shares of Securities, share capital stock or restricted share of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding Company outstanding on the foregoingdate hereof, if (iiv) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Periodany registration statement on Form S-8, or (v) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions provided such shares are not registered pursuant to a registrations statement. For purposes of subclause (ii) in this paragraph, the Underwriter acknowledges that disclosure in the Registration Statement filed prior to the expiration date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extensionUnderwriter.

Lock-Up Period. 2.20.1 2.20.1. Each officer and director (each an “Insider”) and each beneficial owner of 5% or more of the Company’s officers and directors beneficially Company holding shares of Common Stock outstanding Ordinary Shares (or securities convertible into Common StockOrdinary Shares) (together officers and directors are referred to as with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit B, such A that for a period of ending 180 days from after the date of the Prospectus Closing Date (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockOrdinary Shares or capital stock of the Company, including Ordinary Shares, or any securities convertible into or exercisable or exchangeable for Common Stocksuch Ordinary Shares or capital stock, without the consent of the Underwriter, with certain exceptions. The Underwriter may consent to an early release from the applicable Lock-Up Period period if, in its opinion, the market for the Common Stock Ordinary Shares would not be adversely impacted by sales. The Company has caused each sales and in cases of the Lock-Up Parties to deliver to the Underwriter the agreements financial emergency of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Actan Insider or other stockholder. 2.20.2 2.20.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of ending 180 days from after the Effective Closing Date, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in Section 2.20.2 this paragraph 2.19.2 shall not apply to (i) the Securities Ordinary Shares to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock Ordinary Shares upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; hereof of, provided that the Underwriter has been advised in writing of such issuance prior to the date hereof or (iii) the issuance by the Company of options option to purchase or shares of capital stock or restricted stock of the Company under any stock or equity compensation plan of the CompanyCompany outstanding on the date hereof. For purposes of subclause (ii) in this paragraph, the Underwriter acknowledges that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriter. 2.20.4 2.20.3. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 2.22.1. Each of the Company’s officers and directors beneficially holding shares of Common Stock Shares (or securities convertible into Common StockShares) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Exhibit B-1 that for a period of 180 days from the effective date of the Registration Statement (the “D&O Lock-Up Period”), and each owner of at least 5% of the Company outstanding Shares (or securities convertible into Shares) (together with the Company’s officers and directors are referred to as the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit B, such B-2 that for a period of 180 days from commencing on the effective date of the Prospectus and ending on the earlier of (i) 120 days thereafter, or (ii) [DATE] (the “5% Shareholder Lock-Up Period” and together with the D&O Lock-Up Period, the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockShares, or any securities convertible into or exercisable or exchangeable for Common StockShares, without the consent of the UnderwriterRepresentative. The Underwriter Representative may consent to an early release from the applicable Lock-Up Period period if, in its opinion, the market for the Common Stock Shares would not be adversely impacted by salessales and in cases of financial emergency of an officer, director or other stockholder. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter Representative the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 2.22.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Dateeffective date of the Registration Statement, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in Section 2.20.2 this paragraph 2.22.2 shall not apply to (i) the Securities Shares to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock common stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; hereof of which the Representative has been advised in writing or (iii) the issuance by the Company of options option or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 2.22.3. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 2.22 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter Representative waives such extension.

Lock-Up Period. 2.20.1 Each of (a) During the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as Restricted Period, the “Lock-Up Parties”) have agreed to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such that for a period of 180 days from the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose ofRestricted Holder will not, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, : (i) 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 purchasefor the sale of, lendmake any short sale, lend or otherwise dispose of or transfer or dispose of, directly or indirectly, any shares of capital stock of the Company Restricted Securities or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Restricted Securities, or (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of capital stock of any Restricted Securities (with the Company, whether any such transaction actions described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior above being hereinafter referred to as a “Disposition”). The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of any of the Restricted Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder. (b) In addition, during the period of twenty-four (24) months immediately following the closing date of the Merger, the Restricted Holder will not, directly or indirectly, effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the Securities Exchange Act of 1934 (the “Exchange Act”)), whether or not against the box, establish any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the expiration Common Stock, borrow or pre-borrow any shares of Common Stock, or grant any other right (including, without limitation, any put or call option) with respect to the Lock-Up PeriodCommon Stock or with respect to any security that includes, is convertible into or exercisable for or derives any significant part of its value from the Common Stock or otherwise seek to hedge the Restricted Holder’s position in the Common Stock. (c) Notwithstanding anything contained herein to the contrary, the Company announces that it will release earnings results during Restricted Holder shall be permitted to engage in any Disposition where the 16-day period beginning on the last day other party to such Disposition is another Restricted Holder or and Disposition to an affiliate as long as such affiliate executes a copy of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extensionthis Agreement.

Lock-Up Period. 2.20.1 (i) Each Insider and, in addition, each beneficial owner of the Company’s officers and directors beneficially Company holding shares at least five percent of Common Stock the outstanding Class A Ordinary Shares (or securities convertible into Common StockClass A Ordinary Shares) (together officers and directors are referred to as with the Insiders, the “Lock-Up Parties”) ), have agreed agreed, pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit BAnnex II, such that for a period of ending 180 days from after the date of the Prospectus Effective Date (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockSecurities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for Common Stocksuch Securities or capital stock, without the consent of the Underwriter, with certain exceptions. The Underwriter may consent to an early release from the applicable Lock-Up Period period if, in its opinion, the market for the Common Stock Securities would not be adversely impacted by sales. The Company has caused each sales and in cases of the financial emergency of a Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Actup Party. 2.20.2 (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 ending 90 days from after the Effective Date, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in this Section 2.20.2 2(t)(ii) shall not apply to (i) the Securities to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock Securities upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof of, provided that the Underwriter has been advised in writing of such issuance prior to the date hereof; or , (iii) the issuance by the Company of options option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding Company outstanding on the foregoingdate hereof, if (iiv) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Periodany registration statement on Form S-8, or (v) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions provided such shares are not registered pursuant to a registrations statement For purposes of subclause (ii) in this paragraph, the Underwriter acknowledges that disclosure in the Registration Statement filed prior to the expiration date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extensionUnderwriter.

Lock-Up Period. 2.20.1 Each In order to induce Hanover to enter into this Agreement, together with the Purchase Agreement, the Alliance Agreement and the OSI Asset Purchase Agreement, during the period beginning on the date hereof through the Registration Rights Date, except as permitted below, none of the Company’s officers and directors beneficially holding shares Seller Parties or any of Common Stock (their Affiliates will, directly or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed Lock-Up Agreementsindirectly, in the form a attached hereto as Exhibit B, such that for a period of 180 days from the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grantpledge, lend grant any option to purchase, make any short sale or otherwise transfer dispose of any of the SPA Shares, the OSI Shares or dispose ofthe Alliance Shares, directly as the case may be, or indirectly, any Common Stockoptions or warrants to purchase any such Shares, or any securities convertible into or exercisable or into, exchangeable for Common Stock, without or that represent the consent right to receive such Shares. The foregoing restriction is expressly agreed to preclude the Seller Parties and their Affiliates from engaging in any hedging or other transaction which is designed to or which could lead to or result in a sale or disposition of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinionSPA Shares, the market for OSI Shares or the Common Stock Alliance Shares, as the case may be, even if such Shares would not be adversely impacted disposed of by salessomeone other than the Seller Parties or their Affiliates. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and Such prohibited hedging or other transactions would include without limitation any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) offer, pledge, sell, contract to sell, sell short sale or any option or contract to purchase, purchase any option sale 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 capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company right (including without limitation any put or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plancall option) or (iii) enter into any swap or other arrangement that transfers with respect to another, in whole or in part, any of the economic consequences SPA Shares, the OSI Shares or the Alliance Shares, as the case may be, or with respect to any security that includes, relates to, or derives any significant part of ownership of capital stock its value from such Shares. Notwithstanding anything herein to the contrary, the Seller Parties shall be permitted to transfer any of the Company, whether any Shares (provided that such transaction described in clause (itransfer is exempt from registration under the Securities Act), (ii) or (iii) above is together with the rights granted to be settled by delivery of shares of capital stock of the Company or such other securitiesSeller Party under this Agreement, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply only to (i) the Securities a Permitted Transferee who delivers to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or similar security or the conversion of Hanover, within a security outstanding on the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding the foregoingreasonable time after such transfer, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.written

Lock-Up Period. 2.20.1 2.22.1. Each of the Company’s officers and directors beneficially holding shares of Common Stock Shares (or securities convertible into Common StockShares) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Exhibit B-1 that for a period of 180 days from the effective date of the Registration Statement (the “D&O Lock-Up Period”), and each owner of at least 5% of the Company outstanding Shares (or securities convertible into Shares) (together with the Company’s officers and directors are referred to as the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit B, such B-2 that for a period of 180 days from commencing on the effective date of the Prospectus and ending on the earlier of (i) 120 days thereafter, or (ii) [DATE] (the “5% Shareholder Lock-Up Period” and together with the D&O Lock-Up Period, the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockShares, or any securities convertible into or exercisable or exchangeable for Common StockShares, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period period if, in its opinion, the market for the Common Stock Shares would not be adversely impacted by salessales and in cases of financial emergency of an officer, director or other stockholder. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 2.22.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Dateeffective date of the Registration Statement, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in Section 2.20.2 this paragraph 2.22.2 shall not apply to (i) the Securities Shares to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock common stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; hereof of which the Underwriter has been advised in writing or (iii) the issuance by the Company of options option or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 2.22.3. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 2.22 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such that for a period of 180 days from the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed Executive hereby agrees that, without the prior written consent of the UnderwriterCompany and Crumbs, it will not, for a period of 180 days from the Effective Date, he: (i) 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 ofwill 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, assign, transfer, pledge, borrow or otherwise dispose of, any Executive Securities issued pursuant to this Agreement, including, without limitation, any Class B Exchangeable Units or Series A Preferred Stock received pursuant to this Agreement or Common Stock issuable upon the exchange thereof (such shares of capital stock of or securities, collectively, the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company“Lock-up Shares”); (ii) file will not establish or caused to be filed increase any registration statement with “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the Commission relating to the offering meaning of any shares of capital stock Section 16 of the Company Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) with respect to any Lock-up Shares, or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) otherwise enter into any swap swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequences consequence of ownership of capital stock of the Companyany Lock-up Shares, whether any or not such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such Lock-up Shares, other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereofother consideration; or (iii) will not engage in any short selling of any Lock-up Shares, in each case, for a period commencing on the issuance by Grant Date and ending on the Company earlier to occur of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding the foregoing, if (i) the first (1st) anniversary of the Grant Date and (ii) the Executive’s termination of employment by the Company issues an earnings release and/or Crumbs without Cause (as defined in the Employment Agreement) or material news, or a material event relating by the Executive for Good Reason (as defined in the Employment Agreement) (the “Lock-up Period”). Notwithstanding anything in this Section 6(a) to the Company occurscontrary, the Executive may exercise any rights under the Executive Registration Rights Agreement; provided, however, that no sale of Lock-up Shares by the Executive shall be permitted during the last 17 days of the Lock-Up up Period, or (ii) prior to . Nothing in this Agreement shall prevent the expiration of Executive from making any exchange permitted by the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extensionExchange and Support Agreement.

Lock-Up Period. 2.20.1 2.20.1. Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible or exercisable into shares of Common Stock) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Exhibit B-1 that for a period of ninety (90) days after the Effective Date (the “D&O Lock-Up Period”), and certain owners of at least 5% of the Company’s outstanding shares of Common Stock (or securities convertible or exercisable into shares of Common Stock) (together with the Company’s officers and directors are referred to as directors, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit B, such B-2 that for a period of 180 ninety (90) days from after the date of Effective Date (the Prospectus (“5% Shareholder Lock-Up Period” and, together with the D&O Lock-Up Period, the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledgeissue, sell, contract to sell, grantencumber, grant any option for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, of the Company without the consent of the UnderwriterRepresentative or as otherwise permitted by the Lock-Up Agreements. The Underwriter Representative may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the shares of Common Stock would not be adversely impacted by salessales and in cases of financial emergency of an officer, director or other stockholder. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter Representative the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 2.20.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of 180 ninety (90) days from the Effective Date, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in this Section 2.20.2 2.21.2 shall not apply to (i) the Public Securities and Representative Securities to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock common stock upon the exercise of an a stock option or warrant or similar security or the conversion of a security outstanding on the date hereof; or , of which the Representative has been advised in writing, (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any stock or equity compensation plan of the Company, or (iv) repurchase of any shares of Common Stock pursuant to a repurchase agreement with a shareholder of the Company in existence on the date hereof. 2.20.4 2.20.3. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph Section 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter Representative waives such extension.

Lock-Up Period. 2.20.1 Each of Beginning on the Company’s officers date hereof and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such that continuing for a period of 180 90 days from after the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall the Company will not offer(1) offer to sell, hypothecate, pledge, sell, contract announce the intention to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) 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, purchase or otherwise transfer or dispose of, directly or indirectly, 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, with respect to, any shares of capital stock of the Company or Common Stock, any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCommon Stock; (ii2) file or caused cause to be filed any become effective a registration statement with under the Commission Securities Act relating to the offering offer and sale of any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than Common Stock except for a registration of any stock or equity compensation plan) statement on Form S-8 relating to employee benefit plans or (iii3) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of capital stock of the CompanyCommon Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company Common Stock or such other securities, in cash or otherwise. 2.20.3 The restrictions contained , without the prior written consent of the Placement Agent (which consent may be withheld in Section 2.20.2 shall not apply to its sole discretion), other than: (i) the Securities to be sold hereunder, (ii) the issuance of employee stock options or restricted stock awards pursuant to equity incentive plans described in the Registration Statements (excluding the exhibits thereto), the Disclosure Package and the Prospectus, (iii) issuances of Common Stock upon the exercise of options or warrants (either upon current terms thereof or upon subsequently amended terms but excluding a general repricing) disclosed as outstanding in the Registration Statements (excluding the exhibits thereto), the Disclosure Package and the Prospectus or upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement; (iiiv) the issuance by the Company of any shares of Common Stock upon as consideration for mergers, acquisitions, other business combinations, or strategic alliances, occurring after the exercise date of an option this Agreement; provided that each recipient of shares pursuant to this clause (iv) agrees that all such shares remain subject to restrictions substantially similar to those contained in this Section 3(l); or warrant (v) the purchase or similar security sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the conversion requirements of a security outstanding on Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 . Notwithstanding the foregoing, for the purpose of allowing the Placement Agent to comply with FINRA Rule 2711(f)(4), if (i1) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-16 day period beginning on the last day of the Lock-Up Period, then in each case the restrictions imposed by paragraph 2.20 shall continue to apply Lock-Up Period will be extended until the expiration of the 18-18 day period beginning on the issuance date of release of the earnings release results or the public announcement regarding the material news or the occurrence of the material news or material event, as applicable, unless the Underwriter waives Placement Agent waives, in writing, such extension. Without the prior written consent of the Placement Agent, the Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Lock-Up Period. 2.20.1 Each of Beginning on the Company’s officers date hereof and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such that continuing for a period of 180 90 days from after the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall the Company will not offer(1) offer to sell, hypothecate, pledge, sell, contract announce the intention to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) 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, purchase or otherwise transfer or dispose of, directly or indirectly, 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, with respect to, any shares of capital stock of the Company or Common Stock, any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCommon Stock; (ii2) file or caused cause to be filed any become effective a registration statement with under the Commission Securities Act relating to the offering offer and sale of any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than Common Stock except for a registration of any stock or equity compensation plan) statement on Form S-8 relating to employee benefit plans or (iii3) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of capital stock of the CompanyCommon Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company Common Stock or such other securities, in cash or otherwise. 2.20.3 The restrictions contained , without the prior written consent of the Placement Agent (which consent may be withheld in Section 2.20.2 shall not apply to its sole discretion), other than (i) the Securities to be sold hereunder, (ii) the issuance of employee stock options pursuant to stock option plans described in the Registration Statement (excluding the exhibits thereto), the Disclosure Package and the Prospectus, (iii) issuances of Common Stock upon the exercise of options or warrants (either upon current terms thereof or upon subsequently amended terms but excluding a general repricing) disclosed as outstanding in the Registration Statement (excluding the exhibits thereto), the Disclosure Package and the Prospectus or upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement; (iiiv) the issuance by the Company of any shares of Common Stock upon as consideration for mergers, acquisitions, other business combinations, or strategic alliances, occurring after the exercise date of an option this Agreement; provided that each recipient of shares pursuant to this clause (iv) agrees that all such shares remain subject to restrictions substantially similar to those contained in this Section 3(l); or warrant (v) the purchase or similar security sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the conversion requirements of a security outstanding on Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 . Notwithstanding the foregoing, for the purpose of allowing the Placement Agent to comply with NASD Rule 2711(f)(4), if (i1) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-16 day period beginning on the last day of the Lock-Up Period, then in each case the restrictions imposed by paragraph 2.20 shall continue to apply Lock-Up Period will be extended until the expiration of the 18-18 day period beginning on the issuance date of release of the earnings release results or the public announcement regarding the material news or the occurrence of the material news or material event, as applicable, unless the Underwriter waives Placement Agent waives, in writing, such extension. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Lock-Up Period. 2.20.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together with the Company’s officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed execute and deliver Lock-Up Agreements, in the form a attached hereto as Exhibit B, such Agreements which provide that for a period of 180 days from the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the UnderwriterMDB. The Underwriter form of Lock Up Agreement is attached hereto as Annex 3. MDB may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter Underwriters the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwriterMDB, it will not, for a period of 180 days from the Effective Date, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, other than options and similar awards under the employee equity plans of the Company and the exercise of such options and similar awards; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than the registration of any stock or equity compensation planplans) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) and each beneficial owner of at least 5% of the Company’s outstanding Common Stock (or securities convertible into Common Stock at any time) (together with the Company’s officers and directors are referred to as the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, in the form a Agreements attached hereto as Exhibit B, such B (the “Lock-Up Agreement”) that for a period of 180 days from the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Underwriter, subject only to the exceptions contained in the Lock-Up Agreement. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the a Lock-Up Parties to the foregoing effect Agreement prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than options or other awards under the employee benefit or equity incentive plans of the Company, as amended, and the exercise of such options or awards; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than the registration of any stock shares issuable pursuant to employee benefit or equity compensation planincentive plans) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 2.19.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock Shares (or securities convertible into Common Stock) Shares), and ACM Emerging Markets Master Fund I, L.P. (together officers “ACM” and directors are referred to as collectively, the “Lock-Up Parties”) ), have agreed pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit B, such A that for a period of 180 90 days from the effective date of the Prospectus Registration Statement (the “Lock-Up Period”), such persons and their affiliated parties the Lock-Up Parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockShares, or any securities convertible into or exercisable or exchangeable for Common StockShares, without the consent of the UnderwriterRepresentatives. The Underwriter Representatives may consent to an early release from the applicable Lock-Up Period if, in its their opinion, the market for the Common Stock Shares would not be adversely impacted by salessales and in cases of financial emergency of an officer, director or other stockholder. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter Representatives the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 2.19.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwriterRepresentatives, it will not, for a period of 180 90 days from the Effective Dateeffective date of the Registration Statement, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation planon Form S-8) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in Section 2.20.2 this paragraph 2.23.2 shall not apply to (i) the Securities Shares to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock common stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; or hereof of which the Representatives have been advised in writing, (iii) the issuance by the Company of option or shares of capital stock of the Company under any stock compensation plan of the Company, (iv) the issuance by the Company of options or shares of capital stock of the Company under any stock to third-party vendors, suppliers, or equity compensation plan consultants as a form of the Company. 2.20.4 Notwithstanding the foregoingcompensation, if (iv) the Company issues an earnings release or material news, or a material event relating to issuance by the Company occursof shares of common stock as consideration for a future acquisition (including, during the last 17 days of the Lock-Up Perioda merger or any similar transaction), or (iivi) prior the issuance by the Company of shares of common stock pursuant to that certain Convertible Note Facility Agreement (the “Note Agreement”) dated as of May 28, 2014, by and between the Company and ACM, as amended by the First Amendment to the expiration Note Agreement dated as of the Lock-Up PeriodMay 28, 2015 by and between the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extensionand ACM.

Lock-Up Period. 2.20.1 2.20.1. Each of the Company’s officers and directors beneficially and each beneficial owner of 5% or more of the Company holding shares of Common Stock outstanding Ordinary Shares (or securities convertible into Common StockOrdinary Shares) (together with the Company’s officers and directors are referred to as directors, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit B, such B that for a period of 180 days from the effective date of the Prospectus Registration Statement (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockCompany securities, capital stock, or any securities convertible into or exercisable or exchangeable for Common StockCompany securities or capital stock, without the consent of the UnderwriterRepresentative. The Underwriter Representative may consent to an early release from the applicable Lock-Up Period period if, in its opinion, the market for the Common Stock Ordinary Shares would not be adversely impacted by salessales and in cases of financial emergency of an officer, director or other stockholder. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter Representative the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 2.20.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of 180 days from the Effective Dateeffective date of the Registration Statement, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in Section this paragraph 2.20.2 shall not apply to (i) the Securities ADSs and Ordinary Shares to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock Ordinary Shares upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; hereof of, provided that the Representative has been advised in writing of such issuance prior to the date hereof or (iii) the issuance by the Company of options option or shares of capital stock of the Company under any stock or equity compensation plan of the Company. For purposes of subclause (ii) in this paragraph, Representative acknowledges that disclosure in the Registration statement of any outstanding option or warrant filed prior to the date hereof shall be deemed to constitute prior written notice to the Representative. 2.20.4 2.20.3. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter Representative waives such extension.

Lock-Up Period. 2.20.1 Each 2.24.1. Except as contemplated by the Registration Statement, each of the Company’s officers and directors beneficially holding shares of Common Stock Shares (or securities convertible into Common StockShares) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit B, such A-1 that for a period of 180 days from the effective date of the Prospectus Registration Statement (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockShares, or any securities convertible into or exercisable or exchangeable for Common StockShares, without the prior written consent of the UnderwriterRepresentatives. The Underwriter Representatives may consent to an early release from the applicable Lock-Up Period period if, in its their opinion, the market for the Common Stock Shares would not be adversely impacted by salessales and in cases of financial emergency of an officer, director or other stockholder. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter Representatives the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 2.24.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwriterRepresentatives, it will not, for a period of 180 days from the Effective Datedate of the Prospectus, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; , (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) Company, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause clauses (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in Section 2.20.2 this paragraph 2.24.2 shall not apply to (i) the Securities Shares to be sold hereunder; , (ii) the issuance by the Company of ordinary shares of Common Stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; hereof and disclosed in the Registration Statement or of which the Representatives have been advised in writing or (iii) the issuance by the Company of options option or shares of capital stock of the Company under any stock or equity compensation plan of the CompanyCompany approved by the Board of Directors of the Company prior to the date hereof. 2.20.4 2.24.3. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 2.24 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives Representatives waive such extension.

Lock-Up Period. 2.20.1 2.22.1. Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) holding Shares (or securities convertible into Shares) have agreed pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit B, such B-1 that for a period of 180 90 days from the effective date of the Prospectus Registration Statement (the “D&O Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockShares, or any securities convertible into or exercisable or exchangeable for Common StockShares, without the consent of the UnderwriterRepresentative. The Underwriter Representative may consent to an early release from the applicable Lock-Up Period period if, in its opinion, the market for the Common Stock Shares would not be adversely impacted by salessales and in cases of financial emergency of an officer, director or other stockholder. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter Representative the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 2.22.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of 180 90 days from the Effective Dateeffective date of the Registration Statement, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in Section 2.20.2 this paragraph 2.22.2 shall not apply to (i) the Securities Shares to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock common stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; hereof of which the Representative has been advised in writing or (iii) the issuance by the Company of options option or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 2.22.3. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 2.22 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter Representative waives such extension.

Lock-Up Period. 2.20.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) and each owner of at least 5% of the outstanding Common Stock (or securities convertible into Common Stock at any time) (together with the Company’s officers and directors are referred to as the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such Agreements that for a period of 180 days from the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock Shares would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 this paragraph 2.22.2 shall not apply to (i) the Securities Shares to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock common stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; hereof of which the Underwriter has been advised in writing or (iii) the issuance by the Company of options option or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 2.21.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such that for For a period of 180 90 days from after the date of the Prospectus hereof (the “Lock-Up Period”), such persons and their affiliated parties shall the Company will not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock(1) offer to sell, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) offerhypothecate, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchasepurchase (to the extent such option or contract to purchase is exercisable within one year from the Closing Date), 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, 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, with respect to, any shares of capital stock of the Company Common Stock, or any securities convertible into or exercisable or exchangeable for shares of capital Common Stock, provided that the foregoing restriction shall not apply to establishment of an employee stock option plan by the Company and issuance of options pursuant to such plan during the CompanyLock-Up Period; (ii2) file or caused cause to be filed any become effective a registration statement with statement, other than on Form S-8, under the Commission Securities Act relating to the offering offer and sale of any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) Common Stock or (iii3) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of capital stock of the CompanyCommon Stock, whether any such transaction described in clause clauses (i1), (ii2) or (iii3) above is to be settled by delivery of shares of capital stock of the Company Common Stock or such other securities, in cash or otherwise. 2.20.3 The restrictions contained , without the prior written consent of the Underwriter (which consent may be withheld in Section 2.20.2 shall not apply to its sole discretion), other than (i) the Securities Shares to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option options or warrant or similar security or the conversion warrants outstanding as of a security outstanding on the date hereofof this Agreement or to satisfy other pre-existing issuance obligations disclosed in the Company’s periodic SEC filings prior to the date of this Agreement; or and (iii) the issuance by the Company of options or any shares of capital stock Common Stock, upon five (5) business days notice to the Underwriter, as consideration for mergers, acquisitions, other business combinations, or strategic alliances, occurring after the date of the Company under any stock or equity compensation plan of the Company. 2.20.4 this Agreement. Notwithstanding the foregoing, for the purpose of allowing the Underwriter to comply with NASD Rule 2711(f)(4), or the applicable successor FINRA Rule when published, if (i1) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-16 day period beginning on the last day of the Lock-Up Period, then in each case the restrictions imposed by paragraph 2.20 shall continue to apply Lock-Up Period will be extended until the expiration of the 18-18 day period beginning on the issuance date of release of the earnings release results or the public announcement regarding the material news or the occurrence of the material news or material event, as applicable, unless the Underwriter waives waives, in writing, such extension. The Underwriter agrees to waive such extension if the provisions of NASD Rule 2711(f)(4) (or any applicable successor rule) are not applicable to the Offering. The Company agrees not to accelerate the vesting of any option or warrant or other contractual right or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Lock-Up Period. 2.20.1 (i) Each Insider and each beneficial owner of the Company’s officers and directors beneficially Company holding outstanding ordinary shares of Common Stock (or securities convertible into Common Stockordinary shares) (together officers and directors are referred to as with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit B, such Annex IV that for a period of 180 ending one hundred and eighty (180) days from the date of the Prospectus commencement of sales of this Offering (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockSecurities or share capital of the Company, including ordinary shares, or any securities convertible into or exercisable or exchangeable for Common Stocksuch Securities or share capital, without the consent of the UnderwriterUnderwriters, with certain exceptions. The Underwriter Underwriters may consent to an early release from the applicable Lock-Up Period period if, in its opinion, the market for the Common Stock Securities would not be adversely impacted by sales. The Company has caused each sales and in cases of the Lock-Up Parties to deliver to the Underwriter the agreements financial emergency of each an Insider or other holders of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the ActSecurities. 2.20.2 (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwriterUnderwriters, it will not, for a period of 180 ending one hundred and eighty days (180) days from the Effective Datedate of commencement of sales of this Offering, (iA) 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, any shares of share capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of share capital stock of the Company; (iiB) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of share capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of share capital stock of the Company (other than registration of any stock or equity compensation plan) Company; or (iiiC) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of share capital stock of the Company, whether any such transaction described in clause (iA), (iiB) or (iiiC) above is to be settled by delivery of shares of share capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in this Section 2.20.2 2(p)(ii) shall not apply to (i) the Securities to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock Securities upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof of, provided that the Representative has been advised in writing of such issuance prior to the date hereof; or , (iii) the issuance by the Company of options option to purchase or shares of Securities, share capital stock or restricted share of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding Company outstanding on the foregoingdate hereof, if (iiv) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Periodany registration statement on Form S-8, or (v) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions provided such shares are not registered pursuant to a registrations statement. For purposes of subclause (ii) in this paragraph, the Representative acknowledges that disclosure in the Registration Statement filed prior to the expiration date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extensionRepresentative.

Lock-Up Period. 2.20.1 (i) Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have Insider has agreed pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit B, such Annex IV that for a period of 180 ending one hundred and eighty (180) days from the date of the Prospectus commencement of sales of this Offering (the “Lock-Up Period”), such persons and their affiliated parties (“Lock-up Parties”) shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockSecurities or capital stock of the Company, including ordinary shares, or any securities convertible into or exercisable or exchangeable for Common Stocksuch Securities or capital stock, without the consent of the UnderwriterUnderwriters, with certain exceptions. The Underwriter Underwriters may consent to an early release from the applicable Lock-Up Period period if, in its opinion, the market for the Common Stock Securities would not be adversely impacted by sales. The Company has caused each sales and in cases of the Lock-Up Parties to deliver to the Underwriter the agreements financial emergency of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Actan Insider or other stockholder. 2.20.2 (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwriterUnderwriters, it will not, for a period of 180 days ending three months from the Effective Closing Date, (iA) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iiB) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iiiC) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (iA), (iiB) or (iiiC) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in this Section 2.20.2 2(t)(ii) shall not apply to (iD) the Securities to be sold hereunder; , (iiE) the issuance by the Company of shares of Common Stock Securities upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof; or , (iiiF) the issuance by the Company of options option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding Company outstanding on the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Perioddate hereof, or (iiiv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the expiration date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extensionUnderwriters.

Lock-Up Period. 2.20.1 2.22.1. Each of the Company’s officers and directors beneficially holding shares of Common Stock Shares (or securities convertible into Common StockShares) and each owner of at least 10% of the Company outstanding Shares (or securities convertible into Shares) (together with the Company’s officers and directors are referred to as the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit BB-1, such that for a period of 180 days from the effective date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockShares, or any securities convertible into or exercisable or exchangeable for Common StockShares, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock Shares would not be adversely impacted by salessales and in cases of financial emergency of an officer, director or other stockholder. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 2.22.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Dateeffective date of the Registration Statement, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany (other than the issuance of options to purchase Shares, or issuance of Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus); (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration on Form S-8 relating to the Company’s stock option, stock bonus or other stock plans or arrangements in effect on the date of any stock or equity compensation planthis Agreement and as disclosed in the Prospectus) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in Section 2.20.2 this paragraph 2.22.2 shall not apply to (i) the Securities Shares to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock common stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; hereof of which the Representative has been advised in writing or (iii) the issuance by the Company of options option or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 2.22.3. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 2.22 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter Representative waives such extension.

Lock-Up Period. 2.20.1 (a) Each of the Company’s executive officers and directors beneficially holding shares of Common Stock Shares (or securities convertible into Common StockShares) have agreed, and each owner of at least 5% of the Company outstanding Shares (or securities convertible into Shares) (together with the Company’s executive officers and directors are referred to as the “Lock-Up Parties”) ), have agreed pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit BA that, such that for a period of 180 one hundred eighty (180) days from after the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockShares, or any securities convertible into or exercisable or exchangeable for Common StockShares, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period period if, in its opinion, the market for the Common Stock Shares would not be adversely impacted by salessales and in cases of financial emergency of an officer, director or other stockholder. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Acthereof. 2.20.2 (b) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 one hundred eighty (180) days from after the Effective Datedate of the Prospectus, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in Section 2.20.2 this paragraph 2.21.2 shall not apply to (i) the Securities Shares to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock common stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; hereof of which the Underwriters have been advised in writing or (iii) the issuance by the Company of options option or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 (c) Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 2.21 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) and each beneficial owner of at least 5% of the Company’s outstanding Common Stock (or securities convertible into Common Stock at any time but excluding shares of Common Stock issuable upon conversion of the Company’s Senior Secured Convertible Promissory Notes) (together with the Company’s officers and directors are referred to as the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such Agreements that for a period of 180 days one year from the date of the Prospectus this Agreement (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Managing Underwriter. The With the exception of ____________________ shares of Common Stock owned by the Managing Underwriter and its associated persons, the Managing Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by salesPeriod. The Company has caused each of the Lock-Up Parties to deliver to the Managing Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Managing Underwriter, it will not, for a period of 180 days from the Effective Date, (i) except for securities offered through any employee benefit plan (as defined below), 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than with the exception of S-8 registration statements which may be filed for the purpose of registering securities to be offered under any stock or equity compensation employee benefit plan) , as such term is defined in Rule 405 of Regulation C promulgated under the Securities Act; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to . Specifically exempted from this paragraph are (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock that will be issued upon the exercise of an option options or warrant or similar security or the conversion of a security outstanding on the date hereof; or (iii) the issuance warrants by the Company of options or holders thereof and (ii) 1,422 shares of capital stock of the Company under any stock or equity compensation plan of the Company’s Common Stock over which it has the right of repurchase at a price of $2.40 per share. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 2.18.1 Each of the Company’s officers and directors who now or in the future beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together the Company’s officers and directors are being referred to as the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such Agreements that for a period of 180 90 days from the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 2.18.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 90 days from the Effective Date, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such that for For a period of 180 60 days from after the date of the Prospectus hereof (the “Lock-Up Period”), such persons and their affiliated parties shall the Company will not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock(1) offer to sell, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) offerhypothecate, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchasepurchase (to the extent such option or contract to purchase is exercisable within one year from the Closing Date), 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, 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, with respect to, any shares of capital stock of the Company Common Stock, or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCommon Stock; (ii2) file or caused cause to be filed any become effective a registration statement with under the Commission Securities Act relating to the offering offer and sale of any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) Common Stock or (iii3) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of capital stock of the CompanyCommon Stock, whether any such transaction described in clause clauses (i1), (ii2) or (iii3) above is to be settled by delivery of shares of capital stock of the Company Common Stock or such other securities, in cash or otherwise. 2.20.3 The restrictions contained , without the prior written consent of the Placement Agent (which consent may be withheld in Section 2.20.2 shall not apply to its sole discretion), other than (i) the Securities to be sold hereunder; , (ii) the issuance by of stock options or shares of restricted stock to employees, directors and consultants pursuant to the Company Company’s Second Amended and Restated 2006 Stock Plan, (iii) issuances of shares of Common Stock upon the exercise of an option options or warrant warrants disclosed as outstanding in the Disclosure Package and the Prospectus or similar security or upon the conversion or exchange of a security convertible or exchangeable securities disclosed as outstanding on in the date hereof; or Disclosure Package and the Prospectus, (iiiiv) the issuance by the Company of options or any shares of capital stock Common Stock as consideration for mergers, acquisitions, other business combinations, or strategic alliances, occurring after the date of this Agreement; provided that each recipient of shares pursuant to this clause (iv) agrees that all such shares remain subject to restrictions substantially similar to those contained in this subsection 3(k), or (v) the Company under any stock purchase or equity compensation plan sale of the Company. 2.20.4 ’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. Notwithstanding the foregoing, for the purpose of allowing the Placement Agent to comply with FINRA Rule 2711(f)(4), if (i1) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-16 day period beginning on the last day of the Lock-Up Period, then in each case the restrictions imposed by paragraph 2.20 shall continue to apply Lock-Up Period will be extended until the expiration of the 18-18 day period beginning on the issuance date of release of the earnings release results or the public announcement regarding the material news or the occurrence of the material news or material event, as applicable, unless the Underwriter waives Placement Agent waives, in writing, such extension. The Placement Agent agrees to waive such extension if the provisions of FINRA Rule 2711(f)(4) are not applicable to the Offering. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Lock-Up Period. 2.20.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) and each owner of at least 5% of the Company’s outstanding Common Stock (or securities convertible into Common Stock at any time) (together with the Company’s officers and directors are referred to as the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such Agreements that for a period of 180 days from the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock Shares would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 In addition, any securities that are unregistered and acquired by the Underwriter and related person during 180 days prior to the filing date, or acquired after the required filing date of the Registration Statement and deemed to be underwriting compensation by FINRA, and any securities excluded from underwriting compensation, shall not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the Effective Date or commencement of sales of the public offering, except as provided in paragraph 2.20.4 below. 2.20.4 The restrictions contained in Section this paragraph 2.20.2 shall not apply to (i) the Securities Shares to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock common stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; hereof of which the Underwriter has been advised in writing or (iii) the issuance by the Company of options option or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 2.20.5 In addition, the restrictions contained in paragraph 2.20.3 above shall not apply to (i) the transfer of any security by operation of law or by reason of reorganization of the Company; to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period; if the aggregate amount of securities of the issuer held by the Underwriter or related person do not exceed 1% of the securities being offered; that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; that is not an item of value under paragraphs; that is eligible for a limited filing requirement and has not been deemed to be underwriting compensation under the FINRA Rule 5110; that was previously but is no longer subject to the lock-up restriction in paragraph 2.20.3 above in connection with a prior public offering (or a lock-up restriction in the predecessor rule), provided that if the prior restricted period has not been completed, the security will continue to be subject to such prior restriction until it is completed; or that was acquired subsequent to the issuer’s initial public offering in a transaction exempt from registration under Securities Act Rule 144A; or (ii) the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in paragraph 2.20.3 above for the remainder of the time period.Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 2.20.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 (i) Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have Insider has agreed pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit B, such Annex IV that for a period of 180 ending one hundred and eighty (180) days from the date of the Prospectus commencement of sales of this Offering (the “Lock-Up Period”), such persons and their affiliated parties (“Lock-up Parties”) shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockSecurities or shares of the Company, including ordinary shares, or any securities convertible into or exercisable or exchangeable for Common Stocksuch Securities or shares, without the consent of the UnderwriterUnderwriters, with certain exceptions. The Underwriter Underwriters may consent to an early release from the applicable Lock-Up Period period if, in its opinion, the market for the Common Stock Securities would not be adversely impacted by sales. The Company has caused each sales and in cases of the Lock-Up Parties to deliver to the Underwriter the agreements financial emergency of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Actan Insider or other shareholder. 2.20.2 (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwriterUnderwriters, it will not, for a period of 180 ending one hundred eighty (180) days from the Effective Closing Date, (iA) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iiB) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iiiC) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock shares of the Company, whether any such transaction described in clause (iA), (iiB) or (iiiC) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in this Section 2.20.2 2(t)(ii) shall not apply to (iD) the Securities to be sold hereunder; , (iiE) the issuance by the Company of shares of Common Stock Securities upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof; or , (iiiF) the issuance by the Company of options option to purchase or shares of capital stock Securities, shares or restricted shares of the Company under any stock or equity share compensation plan of the Company. 2.20.4 Notwithstanding Company outstanding on the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Perioddate hereof, or (iiiv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the expiration date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extensionUnderwriters.

Lock-Up Period. 2.20.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) andeach beneficial owner of at least 5% of the Company’s outstanding Common Stock (or securities convertible into Common Stock at any time but excluding shares of Common Stock issuable upon conversion of the Company’s Senior Secured Convertible Promissory Notes) (together with the Company’s officers and directors are referred to as the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such Agreements that for a period of 180 days one year from the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Managing Underwriter. The With the exception of ____________________ shares of Common Stock owned by the Managing Underwriter and its associated persons, the Managing Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by salesPeriod. The Company has caused each of the Lock-Up Parties to deliver to the Managing Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Managing Underwriter, it will not, for a period of 180 days from the Effective Date, (i) except for securities offered through any employee benefit plan (as defined below), 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than with the exception of S-8 registration statements which may be filed for the purpose of registering securities to be offered under any stock or equity compensation employee benefit plan) , as such term is defined in Rule 405 of Regulation C promulgated under the Securities Act; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to . Specifically exempted from this paragraph are (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock that will be issued upon the exercise of an option options or warrant or similar security or the conversion of a security outstanding on the date hereof; or (iii) the issuance warrants by the Company of options or holders thereof and (ii) 1,422 shares of capital stock of the Company under any stock or equity compensation plan of the Company’s Common Stock over which it has the right of repurchase at a price of $2.40 per share. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 Each of That the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed Lock-Up AgreementsCompany will not, in the form a attached hereto as Exhibit B, such that for a period of 180 forty-five (45) days from the date of the Prospectus this Agreement, (the “Lock-Up Period”)) without the prior written consent of the Placement Agent, such persons and their affiliated parties shall not directly or indirectly offer, sell, assign, transfer, pledge, sell, contract to sell, grantgrant any option to purchase, lend make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, Stock or any securities convertible into or exercisable or exchangeable for Common Stock, without other than (i) the consent Company’s sale of the Underwriter. The Underwriter Units hereunder, (ii) the issuance of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other director or employee compensation plans as such plans are in existence on the date hereof and described in the Prospectus (provided, however, that the Company’s directors, officers and employees may consent to an early release from put in place a 10(b)5-1 trading plan during the applicable Lock-Up Period if, in its opinion, that becomes effective after the market for the Common Stock would not be adversely impacted by sales. The Company has caused each termination of the Lock-Up Parties to deliver Period), and (iii) the issuance of Common Stock pursuant to the Underwriter valid exercises of options, warrants or rights outstanding on the agreements of date hereof or sold hereunder. The Company will cause each of the Lock-Up Parties executive officer and director to furnish to the foregoing effect Placement Agent, prior to the date that of this Agreement, a letter, substantially in the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Companyform of Exhibit C hereto, on behalf of itself and any successor entitypursuant to which each such person shall agree, has agreed thatamong other things, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) not to directly or indirectly offer, sell, assign, transfer, 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 indirectlyannounce the intention to otherwise dispose of, any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for shares Common Stock, not to engage in any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, directly or indirectly, the economic risk of capital stock ownership of Common Stock or any such securities and not to engage in any short selling of any Common Stock or any such securities, during the Lock-Up Period, without the prior written consent of the Company; Placement Agent. The Company also agrees that during the Lock-Up Period, other than for the sale of the Units hereunder and under the circumstances set forth in clauses (ii) through (iii) hereof, without prior written consent of the Placement Agent, the Company will not file or caused to be filed any registration statement with statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Commission relating to the offering of Securities Act for any shares of capital stock of the Company such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for shares Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans or a registration statement for the resale of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan securities of the Company. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stocki) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such The Company hereby agrees that for a period of 180 days ending twelve (12) months from the date commencement of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent sales of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date this that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed thatit will not, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) underwriters: A. 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) , except for the shares or options issued under the Company’s incentive plan; B. file or caused cause to be filed any registration statement with the Commission SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) Company; or C. enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, Company whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to (i) the Securities to be sold hereunder; (ii) The holders that own less than 10% of the issuance by Company’s shares of common stock outstanding immediately prior to the Company Closing, and the holders of all of the Bridge Notes, with respect to the aggregate of 356,667 shares of Common Stock that will automatically convert upon the exercise Closing, will enter into Lock-Up Agreements in the form attached hereto as Annex IV in favor of an the Representative pursuant to which such persons and entities shall agree, for a period of six (6) months following the Closing , that they shall neither offer, issue, sell, contract to sell, encumber, grant any option for the sale of or warrant or similar security or otherwise dispose of any of the conversion of a security outstanding on Company’s securities without the date hereof; or Representative’s prior written consent. (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan Each of the Company. 2.20.4 Notwithstanding ’s directors and officers stockholders that own 10% or more of the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating Company’s shares of Common Stock outstanding immediately prior to the Company occurs, during the last 17 days of the Closing will enter into Lock-Up Period, or (ii) prior to Agreements in the expiration form attached hereto as Annex V in favor of the Lock-Up PeriodRepresentative pursuant to which such persons and entities shall agree, for a period of nine (9) months following the Company announces Closing, that it will release earnings results during they shall neither offer, issue, sell, contract to sell, encumber, grant any option for the 16-day period beginning on the last day sale of or otherwise dispose of any of the Lock-Up Period, Company’s securities without the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extensionRepresentative’s s prior written consent.

Lock-Up Period. 2.20.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) and each beneficial owner of at least 5% of the Company’s outstanding Common Stock (or securities convertible into Common Stock at any time but excluding shares of Common Stock issuable upon conversion of the Company’s Senior Secured Convertible Promissory Notes) (together with the Company’s officers and directors are referred to as the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such Agreements that for a period of 180 days one year from the date of the Prospectus this Agreement (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Managing Underwriter. The With the exception of shares of Common Stock owned by the Managing Underwriter and its associated persons, the Managing Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by salesPeriod. The Company has caused each of the Lock-Up Parties to deliver to the Managing Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Managing Underwriter, it will not, for a period of 180 days from the Effective Date, (i) except for securities offered through any employee benefit plan (as defined below), 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than with the exception of S-8 registration statements which may be filed for the purpose of registering securities to be offered under any stock or equity compensation employee benefit plan) , as such term is defined in Rule 405 of Regulation C promulgated under the Securities Act; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to . Specifically exempted from this paragraph are (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock that will be issued upon the exercise of an option options or warrant or similar security or the conversion of a security outstanding on the date hereof; or (iii) the issuance warrants by the Company of options or holders thereof and (ii) 1,422 shares of capital stock of the Company under any stock or equity compensation plan of the Company’s Common Stock over which it has the right of repurchase at a price of $2.40 per share. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 Each of That the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed Lock-Up AgreementsCompany will not, in the form a attached hereto as Exhibit B, such that for a period of 180 ninety (90) days from the date of the Prospectus this Agreement, (the “Lock-Up Period”)) without the prior written consent of the Lead Placement Agent, such persons and their affiliated parties shall not directly or indirectly offer, sell, assign, transfer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, Stock or any securities convertible into or exercisable or exchangeable for Common Stock, without other than the consent Company’s sale of the Underwriter. The Underwriter may consent to an early release from Shares hereunder and the applicable Lock-Up Period if, in its opinion, the market for the issuance of Common Stock would not be adversely impacted by salesor options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other director or employee compensation plans as such plans are in existence on the date hereof and described in the Prospectus and the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof. The Company has caused will cause each of the Lock-Up Parties executive officer and director and each shareholder listed in Schedule III to deliver furnish to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect Placement Agents, prior to the date that of this Agreement, a letter, substantially in the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Companyform of Exhibit C hereto, on behalf of itself and any successor entitypursuant to which each such person shall agree, has agreed thatamong other things, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) not to directly or indirectly offer, sell, assign, transfer, 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 indirectlyannounce the intention to otherwise dispose of, any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for shares Common Stock, not to engage in any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, directly or indirectly, the economic risk of capital stock ownership of Common Stock or any such securities and not to engage in any short selling of any Common Stock or any such securities, during the Lock-Up Period, without the prior written consent of the Company; (ii) Lead Placement Agent. The Company also agrees that during the Lock-Up Period, without prior written consent of the Lead Placement Agent, the Company will not file or caused to be filed any registration statement with statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Commission relating to the offering of Securities Act for any shares of capital stock of the Company such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for shares of capital stock of Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that, notwithstanding anything here in to the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to anothercontrary, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding the foregoing, if (i) the Company it issues an earnings release or material news, or if a material event relating to the Company occurs, during the last 17 seventeen (17) days of the Lock-Up Period, or (ii) if prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day sixteen (16)-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 this subsection (o) or the letter shall continue to apply until the expiration of the 18-day eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, unless however that such extension will not apply if, (i) within three business days prior to the Underwriter waives 15th calendar day before the last day of the Lock-Up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (A) the Shares are “actively traded securities” (as defined in Regulation M), (B) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by FINRA Conduct Rule 2711(f)(4), and (C) the provisions of FINRA Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Placement Agents during the 15 days before or after the last day of the Lock-Up Period (before giving effect to such extension); or (D) FINRA Rule 2711 is amended to permit any of the Placement Agents to publish or otherwise distribute research reports during the 15 days before or after the last day of the Lock-Up Period (before giving effect to such extension). The Company will provide the Placement Agents with prior notice of any such announcement that gives rise to an extension of the Lock-Up Period.

Lock-Up Period. 2.20.1 2.26.1. Each of the Company’s officers and directors beneficially holding shares of Common Stock Shares (or securities convertible into Common StockShares) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit B, such A that for a period of 180 90 days from the date Time of the Prospectus Sale (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockShares, or any securities convertible into or exercisable or exchangeable for Common StockShares, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock Shares would not be adversely impacted by salessales and in cases of financial emergency of an officer, director or other stockholder. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 2.26.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 45 days from the Effective Dateeffective date of the Registration Statement, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in Section 2.20.2 this paragraph 2.26.2 shall not apply to (i) the Securities Common Shares to be sold hereunder; , (ii) the issuance by the Company of shares of Common Stock common stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; or hereof of which the Underwriter has been advised in writing, (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company, or (iv) the offer or issuance by the Company of shares of Common Stock or any other securities convertible into or exercisable for shares of capital stock of the Company in connection with the Company’s acquisition of assets or the securities of another company. 2.20.4 2.26.3. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 2.22 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 Each of Beginning on the Company’s officers date hereof and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such that continuing for a period of 180 90 days from after the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall the Company will not offer(1) offer to sell, hypothecate, pledge, sell, contract announce the intention to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) 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, purchase or otherwise transfer or dispose of, directly or indirectly, 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, with respect to, any shares of capital stock of the Company or Common Stock, any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCommon Stock; (ii2) file or caused cause to be filed any become effective a registration statement with under the Commission Securities Act relating to the offering offer and sale of any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than Common Stock except for a registration of any stock or equity compensation plan) statement on Form S-8 relating to employee benefit plans or (iii3) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of capital stock of the CompanyCommon Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company Common Stock or such other securities, in cash or otherwise. 2.20.3 The restrictions contained , without the prior written consent of the Placement Agent (which consent may be withheld in Section 2.20.2 shall not apply to its sole discretion), other than (i) the Securities to be sold hereunder, (ii) the issuance of employee stock options pursuant to stock option plans described in the Registration Statement (excluding the exhibits thereto), the Disclosure Package and the Prospectus, (iii) issuances of Common Stock upon the exercise of options or warrants (either upon current terms thereof or upon subsequently amended terms but excluding a general repricing) disclosed as outstanding in the Registration Statement (excluding the exhibits thereto), the Disclosure Package and the Prospectus or upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement; (iiiv) the issuance by the Company of any shares of Common Stock upon as consideration for mergers, acquisitions, other business combinations, or strategic alliances, occurring after the exercise date of an option this Agreement; provided that each recipient of shares pursuant to this clause (iv) agrees that all such shares remain subject to restrictions substantially similar to those contained in this Section 3(l); or warrant (v) the purchase or similar security sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the conversion requirements of a security outstanding on Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 . Notwithstanding the foregoing, for the purpose of allowing the Placement Agent to comply with FINRA Rule 2711(f)(4), if (i1) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (ii2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-16 day period beginning on the last day of the Lock-Up Period, then in each case the restrictions imposed by paragraph 2.20 shall continue to apply Lock-Up Period will be extended until the expiration of the 18-18 day period beginning on the issuance date of release of the earnings release results or the public announcement regarding the material news or the occurrence of the material news or material event, as applicable, unless the Underwriter waives Placement Agent waives, in writing, such extension. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Lock-Up Period. 2.20.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) andeach beneficial owner of at least 5% of the Company’s outstanding Common Stock (or securities convertible into Common Stock at any time but excluding shares of Common Stock issuable upon conversion of the Company’s Senior Secured Convertible Promissory Notes) (together with the Company’s officers and directors are referred to as the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such Agreements that for a period of 180 days one year from the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Underwriter. The With the exception of ____________________ shares of Common Stock owned by the Underwriter and its associated persons, the Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by salesPeriod. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) except for securities offered through any employee benefit plan (as defined below), 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than with the exception of S-8 registration statements which may be filed for the purpose of registering securities to be offered under any stock or equity compensation employee benefit plan) , as such term is defined in Rule 405 of Regulation C promulgated under the Securities Act; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to . Specifically exempted from this paragraph are (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock that will be issued upon the exercise of an option options or warrant or similar security or the conversion of a security outstanding on the date hereof; or (iii) the issuance warrants by the Company of options or holders thereof and (ii) 1,422 shares of capital stock of the Company under any stock or equity compensation plan of the Company’s Common Stock over which it has the right of repurchase at a price of $2.40 per share. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 Each of Beginning on the Company’s officers date hereof and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such that continuing for a period of 180 ninety (90) days from after the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall the Company will not offer(1) offer to sell, hypothecate, pledge, sell, contract announce the intention to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) 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, purchase or otherwise transfer or dispose of, directly or indirectly, 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, with respect to, any shares of capital stock of the Company Common Stock, or any securities convertible into, exercisable or exchangeable for Common Stock; (2) file or cause to become effective a registration statement under the Securities Act relating to the offer and sale of any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any Common Stock except for a registration statement with the Commission on Form S-8 relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) employee benefit plans or (iii3) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of capital stock of the CompanyCommon Stock, whether any such transaction described in clause (i1), (ii2) or (iii3) above is to be settled by delivery of shares of capital stock of the Company Common Stock or such other securities, in cash or otherwise. 2.20.3 The restrictions contained , without the prior written consent of the Underwriter (which consent may be withheld in Section 2.20.2 shall not apply to its sole discretion), other than: (i) the Securities Shares to be sold hereunder; (ii) the issuance by of employee stock options pursuant to equity incentive plans described in the Company of shares Registration Statement (excluding the exhibits thereto), the Disclosure Package and the Prospectus; (iii) issuances of Common Stock upon the exercise of an option options or warrant warrants (either upon current terms thereof or similar security upon subsequently amended terms but excluding a general repricing) disclosed as outstanding in the Registration Statement (excluding the exhibits thereto), the Disclosure Package and the Prospectus or upon the conversion or exchange of a security convertible or exchangeable securities outstanding on as of the date hereofof this Agreement; or (iiiiv) the issuance by the Company of options or any shares of capital stock Common Stock as consideration for mergers, acquisitions, other business combinations, or strategic alliances, occurring after the date of this Agreement; provided that each recipient of shares pursuant to this clause (iv) agrees that all such shares remain subject to restrictions substantially similar to those contained in this Section 3(h); or (v) the Company under any stock purchase or equity compensation plan sale of the Company. 2.20.4 ’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof or that is established or amended in accordance with the terms of the respective Lock-Up Agreement (as defined below). Notwithstanding the foregoing, the Company shall be permitted to establish a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act, or to amend an existing 10b5-1 trading plan in accordance with Rule 10b5-1 under the Exchange Act, provided, in each case, that no sales or other dispositions of shares of the Common Stock under such 10b5-1 trading plans that were not in effect prior to the date hereof by any person that has signed or is otherwise bound by a Lock-Up Agreement (as defined below) will be permitted during the Lock-Up Period, as the same may be extended hereby. For the purpose of allowing the Underwriter to comply with FINRA Rule 2711(f)(4), if (i1) during the last seventeen (17) days of the Lock-Up Period, the Company issues an earnings release releases quarterly or other financial results or publicly announces other material news, news or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, occurs or (ii2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings quarterly financial results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case the restrictions imposed by paragraph 2.20 shall continue to apply Lock-Up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of quarterly or other financial results or the earnings release public announcement regarding the material news or the occurrence of the material news or material event, as applicable, unless the Underwriter waives waives, in writing, such extension. Without the prior written consent of the Underwriter, the Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Lock-Up Period. 2.20.1 Each of That the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as the “Lock-Up Parties”) have agreed to executed Lock-Up AgreementsCompany will not, in the form a attached hereto as Exhibit B, such that for a period of 180 ninety (90) days from the date of the Prospectus this Agreement, (the “Lock-Up Period”)) without the prior written consent of the Lead Placement Agent, such persons and their affiliated parties shall not directly or indirectly offer, sell, assign, transfer, pledge, sell, contract to sell, grantgrant any option to purchase, lend make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, Stock or any securities convertible into or exercisable or exchangeable for Common Stock, without other than the consent Company’s sale of the Underwriter. The Underwriter Shares hereunder and the issuance of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other director or employee compensation plans as such plans are in existence on the date hereof and described in the Prospectus (provided, however, that the Company’s directors, officers and employees may consent to an early release from put in place a 10(b)5-1 trading plan during the applicable Lock-Up Period if, in its opinion, that becomes effective after the market for the Common Stock would not be adversely impacted by sales. The Company has caused each termination of the Lock-Up Parties to deliver Period) and the issuance of Common Stock pursuant to the Underwriter valid exercises of options, warrants or rights outstanding on the agreements of date hereof. The Company will cause each of the Lock-Up Parties executive officer and director, and each shareholder listed in Schedule III to furnish to the foregoing effect Placement Agents, prior to the date that of this Agreement, a letter, substantially in the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Companyform of Exhibit C hereto, on behalf of itself and any successor entitypursuant to which each such person shall agree, has agreed thatamong other things, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, (i) not to directly or indirectly offer, sell, assign, transfer, 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 indirectlyannounce the intention to otherwise dispose of, any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for shares Common Stock, not to engage in any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, directly or indirectly, the economic risk of capital stock ownership of Common Stock or any such securities and not to engage in any short selling of any Common Stock or any such securities, during the Lock-Up Period, without the prior written consent of the Company; (ii) Placement Agents. The Company also agrees that during the Lock-Up Period, other than for the sale of the Shares hereunder, without prior written consent of the Placement Agents, the Company will not file or caused to be filed any registration statement with statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Commission relating to the offering of Securities Act for any shares of capital stock of the Company such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than Common Stock, except for a registration of any stock or equity compensation plan) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding statement on the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event Form S-8 relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extensionemployee benefit plans.

Lock-Up Period. 2.20.1 Each of the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) and each beneficial owner of at least 5% of the Company’s outstanding Common Stock (or securities convertible into Common Stock at any time) (together with the Company’s officers and directors are referred to as the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, in the form a Agreements attached hereto as Exhibit B, such B (the “Lock-Up Agreement”) that for a period of 180 days from the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the UnderwriterRepresentative, subject only to the exceptions contained in the Lock-Up Agreement. The Underwriter Representative may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Representative a Lock-Up Parties to the foregoing effect Agreement prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of 180 days from the Effective Date, (i) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than options or other awards under the employee benefit or equity incentive plans of the Company, as amended, and the exercise of such options or awards; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than the registration of any stock shares issuable pursuant to employee benefit or equity compensation planincentive plans) or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to (i) the Securities to be sold hereunder; (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof; or (iii) the issuance by the Company of options or shares of capital stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Lock-Up Period. 2.20.1 (i) Each Insider and each beneficial owner of the Company’s officers and directors beneficially Company holding shares of Common Stock outstanding Ordinary Shares (or securities convertible into Common StockOrdinary Shares) (together officers and directors are referred to as with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements, Agreements in the form a attached hereto as Exhibit B, such Annex IV that for a period of 180 ending one hundred and eighty (180) days from the date of the Prospectus commencement of sales of this offering (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common StockSecurities or capital stock of the Company, including Ordinary Shares, or any securities convertible into or exercisable or exchangeable for Common Stocksuch Securities or capital stock, without the consent of the UnderwriterUnderwriters, with certain exceptions. The Underwriter Underwriters may consent to an early release from the applicable Lock-Up Period period if, in its opinion, the market for the Common Stock Securities would not be adversely impacted by sales. The Company has caused each sales and in cases of the Lock-Up Parties to deliver to the Underwriter the agreements financial emergency of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Actan Insider or other stockholder. 2.20.2 (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwriterUnderwriters, it will not, for a period of 180 ending one hundred and eighty (180) days after the from the Effective Datedate of commencement of sales of this offering, (iA) 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, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iiB) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than registration of any stock or equity compensation plan) or (iiiC) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (iA), (iiB) or (iiiC) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. 2.20.3 . The restrictions contained in this Section 2.20.2 2(t)(ii) shall not apply to (iD) the Securities to be sold hereunder; , (iiE) the issuance by the Company of shares of Common Stock Securities upon the exercise of an option or warrant or similar security or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof; or , (iiiF) the issuance by the Company of options option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock or equity compensation plan of the Company. 2.20.4 Notwithstanding Company outstanding on the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Perioddate hereof, or (iiiv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the expiration date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extensionUnderwriters.

Lock-Up Period. 2.20.1 Each of Other than the Company’s officers and directors beneficially holding shares of Common Stock (or securities convertible into Common Stock) (together officers and directors are referred to as Offered Shares, the “Lock-Up Parties”) have agreed to executed Lock-Up Agreements, in the form a attached hereto as Exhibit B, such that Company shall not for a period of 180 days from commencing on the date of hereof and ending on the Prospectus 90th day after the Closing Date (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the disposition by any person at any time in the future of) any Common Stock, Shares or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Underwriter. The Underwriter may consent to an early release from the applicable Lock-Up Period if, in its opinion, the market for the Common Stock would not be adversely impacted by sales. The Company has caused each of the Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. 2.20.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriter, it will not, for a period of 180 days from the Effective Date, Shares (other than (i) offerthe Common Shares and shares issued pursuant to equity incentive plans, pledgeemployee benefit plans, sellqualified stock option plans, contract to selldividend reinvestment plans, sell any option or contract to purchase, employee stock purchase any option or contract to sell, grant any option, right or warrant to purchase, lendplans, or otherwise transfer other employee compensation plans existing or dispose ofdisclosed on the date hereof, directly (ii) pursuant to currently outstanding options, warrants or indirectly, any rights not issued under one of those plans or (iii) the redemption of preferred shares of capital stock of the Company Company), or sell or grant options, rights or warrants with respect to any Common Shares or securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company Common Shares (other than registration the grant of any stock or equity compensation plan) or options pursuant to option plans existing on the date hereof), (iiiB) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of capital stock of the Companysuch Common Shares, whether any such transaction described in clause (i), (iiA) or (iiiB) above is to be settled by delivery of shares of capital stock of the Company Common Shares or such other securities, in cash or otherwise. 2.20.3 The restrictions contained in Section 2.20.2 shall not apply to , (iC) the Securities file or cause to be sold hereunder; (ii) filed a registration statement or prospectus, including any amendments thereto, with respect to the issuance by the Company registration or qualification of shares of any Common Stock upon the exercise of an option Shares or warrant securities convertible, exercisable or similar security exchangeable into Common Shares or the conversion of a security outstanding on the date hereof; or (iii) the issuance by the Company of options or shares of capital stock any other equity securities of the Company under (other than any stock registration statement on Form S-8 or equity compensation plan Form S-3D), or (D) publicly disclose the intention to do any of the Company. 2.20.4 Notwithstanding the foregoing, if (i) in each case without the prior written consent of the Co-Lead Underwriters, on behalf of the Underwriters, and to cause each officer and director of the Company issues an earnings release or material news, or a material event relating set forth on Schedule “C” hereto to furnish to the Company occursUnderwriters, during prior to the last 17 days Closing Date, a letter or letters, substantially in the form of Exhibit “A” hereto (the “Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extensionAgreements”).