Common use of Lock-Up Period Clause in Contracts

Lock-Up Period. (i) Each Insider and in addition each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II that for a period ending 180 days after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after the 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 Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such 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 if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Party. (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 ending 180 days 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 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 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. The restrictions contained in this Section 2(t)(ii) shall not apply to (i) the Securities to be sold hereunder, (ii) the issuance by the Company of Securities upon the exercise of an option or warrant 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, (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any 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 date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriter.

Lock-Up Period. (i) Each Insider and in addition each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares ordinary shares (or securities convertible into Class A Ordinary Shares) ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex II IV that for a period ending 180 days after six (6) months from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after the Effective Date date of 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 Securities or capital stock of the Company, including Class A Ordinary Sharesordinary shares, or any securities convertible into or exercisable or exchangeable for such 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 if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Partyan Insider or other holders of Securities. (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 ending 180 days after three (3) months 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 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 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. The restrictions contained in this Section 2(t)(ii2(p)(ii) shall not apply to (iD) the Securities to be sold hereunder, (iiE) the issuance by the Company of Securities ordinary shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriter has Underwriters have been advised in writing of such issuance prior to the date hereof, (iiiF) the issuance by the Company of option to purchase or shares of Securitiesordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any 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 (iiE) in this paragraph, the Underwriter acknowledges Underwriters acknowledge 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 UnderwriterUnderwriters.

Lock-Up Period. (i) Each Insider and in addition each beneficial owner of the Company holding at least five percent Company’s officers, directors, and holders of 5% or greater securities or capital stock of the outstanding Class A Ordinary Shares (or securities convertible into Company, including the Class A Ordinary Shares) (together with the Insiders, or any securities convertible into or exercisable or exchangeable for such securities or capital stock ( the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II IV that for a period ending 180 days after of six (6) months from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after closing of the Effective Date 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 Securities securities or capital stock shares of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities securities or capital stock, without the prior written consent of the Underwriter, with certain exceptions. The Underwriter may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up PartyUnderwriters. (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 ending 180 days after of three (3) months from the Effective Dateclosing of the 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 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 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. The restrictions contained in this Section 2(t)(iisection (ii) shall not apply to (ix) the Securities to be sold hereunder, ; (iiy) the issuance by the Company of Securities upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof of, provided that and disclosed in the Underwriter has been advised in writing of such issuance prior to Registration Statement and/or the date hereof, Disclosure Package; and (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any registration statement on Form S-8, or (vz) 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 Ordinary Shares pursuant to a registrations statement For purposes of subclause (ii) in this paragraph, the Underwriter acknowledges that disclosure Company’s existing stock option or bonus plans as disclosed in the Registration Statement filed prior to and the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the UnderwriterDisclosure Materials.

Lock-Up Period. (i) 2.20.1. Each Insider and in addition each beneficial owner of 5% or more of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II Exhibit B that for a period ending 180 days after of six months from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after effective date of the Effective Date 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 Securities or Company securities, capital stock of the Company, including Class A Ordinary Sharesstock, or any securities convertible into or exercisable or exchangeable for such Securities Company securities or capital stock, without the consent of the UnderwriterRepresentative, with certain exceptionsexcept 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 if, in its opinion, the market for the Securities ADSs would not be adversely impacted by sales and in cases of financial emergency of a an Insider or other stockholder. The Company has caused each of the Lock-up PartyUp Parties to deliver to the 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. (ii) 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 ending 180 days after of 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 cause 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 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. The restrictions contained in this Section 2(t)(ii) 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 Securities Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriter Representative has been advised in writing of such issuance prior to the date hereof, hereof or (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any 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 Company. For purposes of subclause (ii) in this paragraph, the Underwriter 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 UnderwriterRepresentative. 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 Representative waives such extension.

Lock-Up Period. (i) Each Insider and in addition each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed has agreed, pursuant to an executed Lock-Up Agreements Agreement in the form attached hereto as Annex II I (for officers, directors and 5% or greater shareholders), that for a period ending 180 days six (6) months after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after date of commencement of sales of the Effective Date 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 Securities or share capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockshare 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 if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Party. (ii) The Company, on behalf of itself and any successor entity, has agreed that, that without the prior written consent of the UnderwriterUnderwriters, it will not, for a period ending 180 days three (3) months after the Effective Datedate of commencement of sales of the Offering, (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 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 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. The restrictions contained in this Section 2(t)(ii) shall not apply to (i) the Securities to be sold hereunder, (ii) the issuance by the Company of Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriter Underwriters has been advised in writing of such issuance prior to the date hereof, (iii) the issuance by the Company of option to purchase or shares of Securities, share capital stock or restricted stock share of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any 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 statement. For purposes of subclause (ii) in this paragraph, the Underwriter Underwriters 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 UnderwriterUnderwriters.

Lock-Up Period. (i) Each Insider and in addition each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II IV that for a period ending 180 one hundred and eighty (180) days after from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after the Effective Date date of 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 Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such 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 if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Partyan Insider or other stockholder. (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 ending 180 ninety (90) days after the Effective Datefrom the date 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 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 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. The restrictions contained in this Section 2(t)(ii) shall not apply to (iD) the Securities to be sold hereunder, (iiE) the issuance by the Company of Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriter has Underwriters have been advised in writing of such issuance prior to the date hereof, (iiiF) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any 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 (iiE) in this paragraph, the Underwriter acknowledges Underwriters acknowledge 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 UnderwriterUnderwriters.

Lock-Up Period. (i) Each Insider and in addition each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have has agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II IV that for a period ending 180 one hundred and eighty (180) days after from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after the Effective Date date of 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 Securities or capital stock of the Company, including Class A Ordinary Sharesordinary shares, or any securities convertible into or exercisable or exchangeable for such 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 if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Partyan Insider or other stockholder. (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 ending 180 ninety (90) days after 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 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 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. The restrictions contained in this Section 2(t)(ii) shall not apply to (iD) the Securities to be sold hereunder, (iiE) the issuance by the Company of Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriter has Underwriters have been advised in writing of such issuance prior to the date hereof, (iiiF) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any 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 (iiE) in this paragraph, the Underwriter acknowledges Underwriters acknowledge 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 UnderwriterUnderwriters.

Lock-Up Period. (i) 2.22.1. Each Insider and in addition each beneficial owner of the Company holding at least five percent Company’s officers and directors, each individual or entity who currently holds 5% or more on a fully-diluted basis of the Company’s outstanding Class A Ordinary Shares shares of Common Stock, and certain holders of the Company’s convertible promissory notes issued in 2007, 2008 and 2010 (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed agreed, pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II Exhibit B that for a period ending of 180 days after from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after the Effective Date (the “Lock-Up Period”)Date, that 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 Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the consent of the Underwriter, with certain exceptionsRepresentatives. The Underwriter Representatives may consent to an early release from the applicable Lock-Up period if, in its their opinion, the market for the Securities Shares would not be adversely impacted by sales and in cases of financial emergency of a an officer, director or other stockholder. The Company has caused each of the Lock-up PartyUp Parties to deliver to the Representatives the Lock-Up 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. (ii) 2.22.2. 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 ending of 180 days after 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 cause 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 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. The restrictions contained in this Section 2(t)(ii) paragraph 2.22.2 shall not apply to (i) the Securities Shares to be sold hereunder, (ii) the issuance by the Company of Securities shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that of which the Underwriter has Representatives have been advised in writing of such issuance prior to the date hereof, or (iii) the issuance by the Company of option to purchase options or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company. 2.22.3. Notwithstanding the foregoing, if (i) the Company outstanding on issues an earnings release or material news, or a material event relating to the date hereofCompany occurs, (iv) any registration statement on Form S-8during the last 17 days of the Lock-Up Period, or (vii) 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 2.22 shall continue to apply until the expiration of the 18-day period beginning on the issuance of securities in connection with mergersthe earnings release or the occurrence of the material news or material event, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions provided unless the Representatives waive 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 date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriterextension.

Lock-Up Period. (i) 2.22.1. Each Insider and in addition each beneficial owner of the Company Company’s officers and directors holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) 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 Insiders, Company’s officers and directors the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II Exhibit B-2 that for a period commencing on the effective date of the Prospectus and ending 180 on the earlier of (i) 120 days after thereafter, or (ii) [DATE] (the Effective Date “5% Shareholder Lock-Up Period” and together with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after the Effective Date (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 Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the consent of the Underwriter, with certain exceptions. The Underwriter may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities Shares would not be adversely impacted by sales and in cases of financial emergency of a an officer, director or other stockholder. The Company has caused each of the Lock-up PartyUp 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. (ii) 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 ending of 180 days after 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 cause 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 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. The restrictions contained in this Section 2(t)(ii) paragraph 2.22.2 shall not apply to (i) the Securities Shares to be sold hereunder, (ii) the issuance by the Company of Securities shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that of which the Underwriter has been advised in writing of such issuance prior to the date hereof, or (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company. 2.22.3. Notwithstanding the foregoing, if (i) the Company outstanding on issues an earnings release or material news, or a material event relating to the date hereofCompany occurs, (iv) any registration statement on Form S-8during the last 17 days of the Lock-Up Period, or (vii) 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 2.22 shall continue to apply until the expiration of the 18-day period beginning on the issuance of securities in connection with mergersthe earnings release or the occurrence of the material news or material event, 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, unless 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 Underwriterwaives such extension.

Lock-Up Period. (i) Each Insider and in addition each beneficial owner of the Company holding at least five percent (5%) or more of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II IV that for a period ending 12 months or 180 days after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after date of the Effective Date Prospectus, respectively (the “Lock-Up Period”), such persons, and parties that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with such persons and their affiliated parties (the “Affiliated Parties”), shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such 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 Securities would not be adversely impacted by sales and in cases of financial emergency of a any of the Lock-up PartyUp Parties. (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 ending 180 days twelve months 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 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 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. The restrictions contained in this Section 2(t)(ii) shall not apply to (i) the Securities to be sold hereunder, (ii) the issuance by the Company of Securities upon the exercise of an option or warrant 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, (iii) the issuance by the Company of option to purchase or shares of Securitiessecurities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any registration statement on Form S-8, or (v) the issuance of securities 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 statement. 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.

Lock-Up Period. (i) 2.23.1. Each Insider and in addition each beneficial owner of the Company Company’s officers and directors holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares), and each owner of at least 5% of the Company’s Shares (or securities convertible into Shares) (together with the Insiderscollectively, the “Lock-Up Parties”) ), have agreed pursuant to executed Lock-Up Agreements in the form forms attached hereto as Annex II Exhibits A-1 and A-2 that for a period ending of 180 days after from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after effective date of the Effective Date 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 Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, 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 Securities Shares would not be adversely impacted by sales and in cases of financial emergency of a an officer, director or other stockholder. The Company has caused each of the Lock-up PartyUp 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. (ii) 2.23.2. 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 ending of 180 days after 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 cause 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 on 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. The restrictions contained in this Section 2(t)(ii) paragraph 2.23.2 shall not apply to (i) the Securities Shares to be sold hereunder, (ii) the issuance by the Company of Securities shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that of which the Underwriter has Representatives have been advised in writing of such issuance prior to the date hereof, or (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding Company. 2.23.3. If the Representatives, on behalf of the date hereofUnderwriters, (iv) agree to release or waive the restrictions contained in any registration statement on Form S-8Lock-Up Agreement referred to in Section 2.23.1 above for an officer or director of the Company, except where the release or (v) the issuance waiver is provided solely to permit a transfer of securities that is not for consideration and the transferee has agreed in connection writing to be bound by the same terms of the Lock-Up Agreement in place of the transferor (a “Lock-Up Release”), and the Representatives provide the Company with mergersnotice of such Lock-Up Release at least 3 business days prior to its effective date, acquisitionsthen the Company shall issue a press release through a major news service at least two business days before the effective date of such Lock-Up Release containing substantially the following: Peak Resorts, joint venturesInc. (the “Company”) announced today that FBR and Stifel, licensing arrangements or any other similar nonco-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 book-running managers in the Registration Statement filed prior Company’s recent initial public offering of shares of common stock, is releasing a lock-up restriction with respect to shares of the date hereof Company’s common stock held by [certain officers or directors or an officer or director] of any outstanding option the Company. This release will take effect on , 201 , and the shares may be sold on or warrant shall be deemed to constitute prior written notice to the Underwriterafter that date.

Lock-Up Period. (i) 2.23.1 Each Insider and in addition each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares Company’s officers and directors (or securities convertible into Class A Ordinary Shares) (together with the Insiderseach a “Lock-Up Party” and, collectively, the “Lock-Up Parties”) have agreed pursuant to executed Locklock-Up Agreements up agreements in the form attached hereto as Annex II that for Exhibit B (each, a period “Lock-Up Agreement”) that, commencing on July 14, 2010 and ending 180 days after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after date of the Effective Date 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 Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the prior written consent of the Underwriter, with certain exceptionsRepresentative. The Underwriter may consent to an early release from the applicable Company has caused each Lock-Up period if, in its opinion, Party to deliver to the market for Representative the Securities would not be adversely impacted by sales and in cases agreement of financial emergency of a each such Lock-up PartyUp Party to the foregoing effect prior to the Effective Date. (ii) 2.23.2 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 ending of 180 days after 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 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 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. The restrictions contained in this Section 2(t)(ii) paragraph 2.23.2 shall not apply to (i) the Securities Shares to be sold hereunder, (ii) the issuance by the Company of Securities upon ordinary shares and other convertible securities to employees, directors or consultants or pursuant to share option plans approved by the exercise Board of an option or warrant or Directors of the conversion of a security outstanding on the date hereof of, provided that the Underwriter has been advised in writing of such issuance Company prior to the date hereof, including up to 800,000 additional Shares to be issued pursuant to such plans, (iii) the issuance by the Company of option to purchase or ordinary shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any registration statement on Form S-8, or (v) the issuance of and other convertible securities in connection with mergersstrategic partnering arrangements, acquisitionsor (iv) the pledge or issuance by the Company of ordinary shares to commercial lenders providing bona fide financing to the Company. 2.23.3 Notwithstanding the foregoing, joint venturesif (i) the Company issues an earnings release or material news, licensing arrangements or any other similar nona material event relating to the Company occurs, during the last 17 days of the Lock-capital raising transactions provided such shares are not registered pursuant to a registrations statement For purposes of subclause Up Period, or (ii) in this paragraph, the Underwriter acknowledges that disclosure in the Registration Statement filed prior to the date hereof expiration of any outstanding option 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 this Section 2.23 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or warrant shall be deemed to constitute prior written notice to the Underwriteroccurrence of the material news or material event, unless the Representative waives such extension.

Lock-Up Period. (i) Each Insider and in addition each Insider, beneficial owner holding 5% or more of the Company holding at least five percent of the outstanding Class A Ordinary Shares or Class B common stock (or securities convertible into Class A Ordinary Shares) common stock), and the investors holding Private Placement Shares as defined in the Registration Statement (together with the Insiderscollectively, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II IV that for a period ending 180 one hundred and eighty (180) days after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after effective date of the Effective Date 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 Securities or capital stock of the Company, including Class A Ordinary Sharescommon stock, or any securities convertible into or exercisable or exchangeable for such 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 if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Partyan Insider or other stockholder. (ii) The Company, on behalf of itself and any successor entity, Company has agreed that, without the prior written consent of the UnderwriterUnderwriters, it will not, for a period ending 180 one hundred and eighty (180) days after the Effective Datefrom the date 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 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 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. The restrictions contained in this Section 2(t)(ii) shall not apply to (iD) the Securities to be sold hereunder, (iiE) the issuance by the Company of Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriter has Underwriters have been advised in writing of such issuance prior to the date hereof, (iiiF) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any 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 (iiE) in this paragraph, the Underwriter acknowledges Underwriters acknowledge 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 UnderwriterUnderwriters.

Lock-Up Period. (i) Each Insider and and, in addition addition, each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) ), have agreed agreed, pursuant to executed Locklock-Up up Agreements in the form attached hereto as Annex II I (the “Lock-Up Agreements”), that for a period ending 180 days after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after date of the Effective Date 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 Securities or share capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockshare capital, except for such number of Class A Ordinary Shares registered for resale under the Registration Statement, without the consent of the Underwriter, with certain exceptions. The Underwriter Representative may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Party. (ii) 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 ending 180 days 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 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 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. The restrictions contained in this Section 2(t)(ii) shall not apply to (i) the Securities to be sold hereunder, (ii) the issuance by the Company of Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriter Representative has been advised in writing of such issuance prior to the date hereof, (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any 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 date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriter.

Lock-Up Period. (i) Each Insider and in addition each beneficial owner of the Company holding at least five percent Company’s officers, directors, and holders of 5% or greater securities or capital stock of the outstanding Class A Ordinary Shares (or securities convertible into Company, including the Class A Ordinary Shares) (together with the Insiders, or any securities convertible into or exercisable or exchangeable for such securities or capital stock ( the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II IV that for a period ending 180 days after of six (6) months from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after closing of the Effective Date 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 Securities securities or capital stock shares of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities securities or capital stock, without the prior written consent of the Underwriter, with certain exceptions. The Underwriter may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up PartyUnderwriters. (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 ending 180 days after of three (3) months from the Effective Dateclosing of the 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 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 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. The restrictions contained in this Section 2(t)(ii) shall not apply to (i) the Securities to be sold hereunder, (ii) the issuance by the Company of Securities upon the exercise of an option or warrant 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, (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any 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 date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriter.

Lock-Up Period. (i) Each Insider and in addition each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II IV that for a period ending 180 days after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days six (6) months after the 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 Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such 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 if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Partyan Insider or other stockholder. (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 ending 180 days three (3) months after the Effective 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 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 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. The restrictions contained in this Section 2(t)(ii) shall not apply to (iD) the Securities to be sold hereunder, (iiE) the issuance by the Company of Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriter has Underwriters have been advised in writing of such issuance prior to the date hereof, (iiiF) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any 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 (iiE) in this paragraph, the Underwriter acknowledges Underwriters acknowledge 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 UnderwriterUnderwriters.

Lock-Up Period. 7.44.1 Each officer and director (ieach an “Insider”) Each Insider and in addition each beneficial owner of 10% or more of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II Exhibit C that for a period ending 180 days after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after the Effective 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 Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stock, without the consent of the UnderwriterPlacement Agent, with certain exceptions. The Underwriter Placement Agent may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities capital stocks would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Partyan Insider or other stockholder. (ii) 7.44.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwriterPlacement Agent, it will not, for a period ending 180 days 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 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 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. The restrictions contained in this Section 2(t)(ii) paragraph 7.44.2 shall not apply to (i) the Securities to be sold hereunder, (ii) the issuance by the Company of Securities Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriter Placement Agent has been advised in writing of such issuance prior to the date hereof, hereof or (iiiii) the issuance by the Company of option options to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any 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 (iii) in this paragraph, the Underwriter Placement Agent 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 UnderwriterPlacement Agent. 7.44.3 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 7.45 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 Placement Agent waives such extension.

Lock-Up Period. (i) Each Insider and in addition each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II Participant hereby agrees that for a period ending 180 days after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after the Effective Date (the “Lock-Up Period”), such persons and their affiliated parties shall Participant will not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such 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 if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Party. (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 ending 180 days 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 Common Stock or other securities of the Company (or, in the case of a SPAC IPO, any shares of the common stock or other share capital of the SPAC or any securities convertible into or exercisable or exchangeable exchangeable, directly or indirectly, for shares of such common stock or other share capital stock of the Company; (ii“SPAC Securities”)) file or 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 or (iii) enter into any swap swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock any Common Stock or other securities of the Company (or, in the case of a SPAC IPO, any SPAC Securities) held by Participant (other than those included in the registration) for a period specified by (i) in the case of an Underwritten Offering, the representative of the underwriters of Common Stock or other securities of the Company, whether any such transaction described in clause (i), (ii) in the case of a Direct Listing, the Company, or (iii) above is in the case of a SPAC IPO, the Company or the SPAC (the “Lock-Up Period”) not to be settled by delivery exceed 180 days following (x) in the case of shares an Underwritten Offering or a Direct Listing, the effective date of capital stock any registration statement of the Company filed under the Securities Act, or (y) in the case of a SPAC IPO, the closing of the SPAC IPO (or, in each case, such other securitiesperiod as may be requested by the Company, in cash the SPAC, or otherwise. The the underwriters, as applicable, to accommodate regulatory restrictions on (A) the publication or other distribution of research reports and (B) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA 2241 or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company, the SPAC, or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company, the SPAC, or the representative of the underwriters, Participant will provide, within 10 days of such request, such information as may be required by the Company, the SPAC, or such representative in connection with the completion of any IPO. The obligations described in this Section 2(t)(ii) shall 8 will not apply to (i) a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the Securities future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be sold hereunder, (ii) promulgated in the issuance by the future. The Company of Securities upon the exercise of an option or warrant 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 may impose stop-transfer instructions with respect to the date hereof, (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock Common Stock (or restricted stock other securities) subject to the foregoing restriction until the end of the Company under Lock-Up Period. Participant agrees that any stock compensation plan transferee of the Company outstanding on the date hereof, (iv) any registration statement on Form S-8, this Award of Restricted Stock Units 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 Shares acquired pursuant to a registrations statement For purposes this Award of subclause (ii) in Restricted Stock Units will be bound by 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 UnderwriterSection 8.

Lock-Up Period. (i) Each Insider and in addition 2.24.1. Except as contemplated by the Registration Statement, each beneficial owner of the Company Company’s officers and directors holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II Exhibit A-1 that for a period ending of 180 days after from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after effective date of the Effective Date 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 Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the prior written consent of the Underwriter, with certain exceptionsRepresentatives. The Underwriter Representatives may consent to an early release from the applicable Lock-Up period if, in its their opinion, the market for the Securities Shares would not be adversely impacted by sales and in cases of financial emergency of a an officer, director or other stockholder. The Company has caused each of the Lock-up PartyUp Parties to deliver to the 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. (ii) 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 ending of 180 days after 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 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 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. The restrictions contained in this Section 2(t)(ii) paragraph 2.24.2 shall not apply to (i) the Securities Shares to be sold hereunder, (ii) the issuance by the Company of Securities ordinary shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that and disclosed in the Underwriter has Registration Statement or of which the Representatives have been advised in writing of such issuance prior to the date hereof, or (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on approved by the date hereof, (iv) any registration statement on Form S-8, or (v) Board of Directors of 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 Company prior to the date hereof of any outstanding option hereof. 2.24.3. Notwithstanding the foregoing, if (i) the Company issues an earnings release or warrant shall be deemed to constitute prior written notice material news, or a material event relating to the UnderwriterCompany 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 2.24 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 Representatives waive such extension.

Lock-Up Period. (i) Each Insider and in addition each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) or Class B Ordinary Shares as set forth in Schedule B hereto (together with the Insiders, the “Lock-Up Parties”) have agreed agreed, pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II that IV that, for a period ending 180 one hundred and eighty (180) days after from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after the Effective Date date of 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 Securities or capital stock of the Company, including Class A Ordinary Shares, Class B Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such 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 Securities would not be adversely impacted by sales and in cases of financial emergency of a Lockan Insider or other stockholder. The restrictions contained in this Section 2(t)(i) shall not apply to the Securities to be sold under the Resale Prospectus (file no. 333-[—]), which shall be filed with the Registration Statement and Prospectus and any post-up Partyeffective amendments thereto. (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 ending 180 three hundreds and sixty five (365) days after from the Effective Datedate of commencement of sales of this offering (the “Company Lock-Up Period”), (i1) 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; (ii2) file or 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 Company, other than post-effective amendments to its Resale Prospectus, without the prior written consent of the Underwriter, or (iii3) 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 (i1), (ii2) or (iii3) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(t)(ii) shall not apply to (i) the Securities to be sold hereunder, (ii) the issuance by the Company of Securities upon the exercise of an option or warrant 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, (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any 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 date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriter.

Lock-Up Period. (i) Each Insider and in addition each beneficial owner of the Company holding at least five percent (5%) or more of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II IV that for a period ending 180 days after from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after date of the Effective Date Prospectus (the “Lock-Up Period”), such persons, and parties that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with such persons and their affiliated parties (the “Affiliated Parties”), shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such 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 Securities would not be adversely impacted by sales and in cases of financial emergency of a any of the Lock-up PartyUp Parties. (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 ending 180 one hundred and eighty (180) days after 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 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 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. The restrictions contained in this Section 2(t)(ii) shall not apply to (i) the Securities to be sold hereunder, (ii) the issuance by the Company of Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriter Underwriters has been advised in writing of such issuance prior to the date hereof, (iii) the issuance by the Company of option to purchase or shares of Securitiessecurities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any 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 statement. For purposes of subclause (ii) in this paragraph, the Underwriter Underwriters 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 UnderwriterUnderwriters.

Lock-Up Period. (i) Each Insider and in addition each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II that for a period ending 180 days after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after date of the Effective Date Prospectus (the “Lock-Up Period”), such persons, and parties that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with such persons and their affiliated parties (the “Affiliated Parties”), shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such 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 if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a any of the Lock-up PartyUp Parties. (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 ending 180 one hundred and eighty (180) days 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 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 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. The restrictions contained in this Section 2(t)(ii) shall not apply to (i) the Securities to be sold hereunder, (ii) the issuance by the Company of Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriter Underwriters has been advised in writing of such issuance prior to the date hereof, (iii) the issuance by the Company of option to purchase or shares of Securitiessecurities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any 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 Underwriters 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 UnderwriterUnderwriters.

Lock-Up Period. (i) 2.21.1. Each Insider and in addition each beneficial owner of the Company Company’s officers and directors holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares), and each owner of at least 5% of the Company’s Shares (or securities convertible into Shares) (together with the Insiderscollectively, the “Lock-Up Parties”) ), have agreed pursuant to executed Lock-Up Agreements in the form forms attached hereto as Annex II Exhibits A-1 and A-2 that for a period ending of 180 days after from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after effective date of the Effective Date 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 Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, 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 Securities Shares would not be adversely impacted by sales and in cases of financial emergency of a an officer, director or other stockholder. The Company has caused each of the Lock-up PartyUp 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. (ii) 2.21.2. 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 ending of 180 days after 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 cause 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 on 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. The restrictions contained in this Section 2(t)(ii) paragraph 2.22.2 shall not apply to (i) the Securities Shares to be sold hereunder, (ii) the issuance by the Company of Securities shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that of which the Underwriter Representative has been advised in writing of such issuance prior to the date hereof, or (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company. 2.21.3. Notwithstanding the foregoing, if (i) the Company outstanding on issues an earnings release or material news, or a material event relating to the date hereofCompany occurs, (iv) any registration statement on Form S-8during the last 17 days of the Lock-Up Period, or (vii) 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 2.22 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 Representative waives such extension. 2.21.4. If the Representative, on behalf of the Underwriters, agrees to release or waive the restrictions contained in any Lock-Up Agreement referred to in Section 2.21.1 above for an officer or director of the Company, except where the release or waiver is provided solely to permit a transfer of securities that is not for consideration and the transferee has agreed in connection writing to be bound by the same terms of the Lock-Up Agreement in place of the transferor (a “Lock-Up Release”), and the Representative provides the Company with mergersnotice of such Lock-Up Release at least 3 business days prior to its effective date, acquisitionsthen the Company shall issue a press release through a major news service at least two business days before the effective date of such Lock-Up Release containing substantially the following; Peak Resorts, joint venturesInc (the “Company”) announced today that Xxxxxxx Xxxxx, licensing arrangements or any other similar nonbook-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 running managing underwriter in the Registration Statement filed prior company’s recent initial public offering of ________ shares of common stock, is releasing a lock-up restriction with respect to ___ shares of the date hereof Company’s common stock held by [certain officers or directors or an officer or director] of any outstanding option the Company. This release will take effect on __________, 201_, and the shares may be sold on or warrant shall be deemed to constitute prior written notice to the Underwriterafter that date.

Lock-Up Period. (i) 2.20.1. Each Insider and in addition each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II Exhibit A that for a period ending 180 days after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after the Effective 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 Securities ADSs or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities ADSs 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 if, in its opinion, the market for the Securities ADSs would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Partyan Insider or other stockholder. (ii) 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 ending 180 days 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 purchasegrant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company ADSs or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or 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 or any securities convertible into or exercisable or exchangeable for such ADSs or capital stock of the Company or (iiiii) 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 (iiiii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(t)(ii) paragraph 2.20.2 shall not apply to (i) the Securities to be sold hereunder, (ii) exceptions provided in the issuance by the Company of Securities upon the exercise of an option or warrant 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, (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any 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 Exhibit A. For purposes of subclause (iii) 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.

Lock-Up Period. (i) Each Insider and in addition each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed has agreed, pursuant to executed such Lock-Up Agreements in the form attached hereto as Annex II Agreement that for a period ending 180 days after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after the Effective Date (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 Securities or share capital stock of the Company, including Class A Ordinary SharesADSs, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockshare capital, without the consent of the Underwriter, with certain exceptions. The Underwriter may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Party. (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 ending 180 days 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 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 cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock ADSs of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the 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 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. The restrictions contained in this Section 2(t)(ii) shall not apply to (i) the Securities to be sold hereunder, (ii) the issuance by the Company of Securities upon the exercise of an option or warrant 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, (iii) the issuance by the Company of option options to purchase or shares of Securities, share capital stock or restricted stock shares of the Company under any stock compensation plan of the Company outstanding on the date hereoffor compensatory purposes , (iv) any 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 date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriter.

Lock-Up Period. (i) Each Insider and in addition each beneficial owner of the Company holding at least five percent Company’s officers, directors, and holders of any securities or Ordinary Shares of the outstanding Class A Company, including the Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such securities or Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II IV that for a period commencing on the date hereof and ending 180 one hundred and eighty (180) days after from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after date of the Effective Date 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 Securities securities or capital stock Ordinary Shares of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities securities or capital stockOrdinary 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 if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Partyan Insider or other shareholder. (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 commencing on the date hereof and ending 180 ninety (90) days after the Effective Datedate of the Prospectus, (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 Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock Ordinary Shares of the Company; (iiB) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of Ordinary Shares the 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 Ordinary 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 Ordinary Shares of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(t)(ii) shall not apply to (iD) the Securities to be sold hereunder, (iiE) the issuance by the Company of Securities securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriter has Underwriters have been advised in writing written notice of such issuance prior to the date hereof, (iiiF) the issuance by the Company of issue option to purchase or shares of Securities, capital stock Ordinary Shares or restricted stock shares of the Company under any stock share compensation plan of the Company outstanding on the date hereofplan, or (ivG) any 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 (iiE) in this paragraph, the Underwriter acknowledges Underwriters acknowledge that disclosure in the Registration Statement filed prior Statement, General Disclosure Package and the Prospectus with respect to the date hereof of any outstanding option or warrant shall be deemed to constitute a prior written notice to the UnderwriterUnderwriters.

Lock-Up Period. (i) 2.21.1. Each Insider and in addition each beneficial owner of the Company Company’s executive officers and directors holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) have agreed, and each owner of at least 10% of the Company outstanding Shares (or securities convertible into Shares) (together with the Insiders, Company’s executive officers and directors the “Lock-Up Parties”) ), have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II that Exhibit A that, for a period ending 180 days of three months after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after date of the Effective Date 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 Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the consent of the Underwriter, with certain exceptions. The Underwriter may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities Shares would not be adversely impacted by sales and in cases of financial emergency of a an officer, director or other stockholder. The Company has caused each of the Lock-up PartyUp Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date hereof. (ii) 2.21.2. 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 ending 180 days of three months 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 cause 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 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. The restrictions contained in this Section 2(t)(ii) paragraph 2.22.2 shall not apply to (i) the Securities Shares to be sold hereunder, (ii) the issuance by the Company of Securities shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that of which the Underwriter has been advised in writing of such issuance prior to the date hereof, or (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company. 2.21.3. Notwithstanding the foregoing, if (i) the Company outstanding on issues an earnings release or material news, or a material event relating to the date hereofCompany occurs, (iv) any registration statement on Form S-8during the last 17 days of the Lock-Up Period, or (vii) 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 2.22 shall continue to apply until the expiration of the 18-day period beginning on the issuance of securities in connection with mergersthe earnings release or the occurrence of the material news or material event, 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, unless 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 Underwriterwaives such extension.

Lock-Up Period. 2.26.1. (i) Each Insider and in addition each beneficial owner of the Company holding at least Company’s directors and officers named in the section “Management” in the Prospectus and the beneficial owners of five percent (5%) or greater of either class of the outstanding Class A Ordinary Shares (Company’s ordinary shares or securities convertible into Class A Ordinary Shares) ordinary shares immediately prior to the Offering (each an “Insider” and together with the Insiders, the “Lock-Up PartiesInsiders”) have has agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II Schedule 3 that for a period ending 180 one hundred and eighty (180) days after from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after the Effective Date date of 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 Securities Shares or capital stock of the Company, including Class A Ordinary Sharesordinary shares, or any securities convertible into or exercisable or exchangeable for such Securities Shares 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 if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Partyan Insider or other shareholder. (ii) 2.26.2. The Company, on behalf of itself and any successor entity, has agreed agrees that, without the prior written consent of the Underwriter, it will not, for a period ending 180 days after of three (3) months from the Effective Dateclosing of the Offering, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of, or 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; or (ii) file or 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 or (iii) enter any securities convertible into any swap or other arrangement that transfers to another, in whole exercisable or in part, any of the economic consequences of ownership exchangeable for shares 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. The restrictions contained in this Section 2(t)(ii) shall not apply to (i) the Securities to be sold hereunder, (ii) the issuance by the Company of Securities upon the exercise of an option or warrant 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, (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any 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 date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriter.

Lock-Up Period. (i) 2.22.1. Each Insider and in addition each beneficial owner of the Company Company’s officers and directors (“Lock-Up Parties”) holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II Exhibit B-1 that for a period ending 180 of 90 days after from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after effective date of the Effective Date 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 Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the consent of the Underwriter, with certain exceptionsRepresentative. The Underwriter Representative may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities Shares would not be adversely impacted by sales and in cases of financial emergency of a an officer, director or other stockholder. The Company has caused each of the Lock-up PartyUp Parties to deliver to the 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. (ii) 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 ending 180 of 90 days after 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 cause 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 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. The restrictions contained in this Section 2(t)(ii) paragraph 2.22.2 shall not apply to (i) the Securities Shares to be sold hereunder, (ii) the issuance by the Company of Securities shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that of which the Underwriter Representative has been advised in writing of such issuance prior to the date hereof, or (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company. 2.22.3. Notwithstanding the foregoing, if (i) the Company outstanding on issues an earnings release or material news, or a material event relating to the date hereofCompany occurs, (iv) any registration statement on Form S-8during the last 17 days of the Lock-Up Period, or (vii) 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 2.22 shall continue to apply until the expiration of the 18-day period beginning on the issuance of securities in connection with mergersthe earnings release or the occurrence of the material news or material event, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions provided unless the Representative waives 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 date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriterextension.

Lock-Up Period. (i) Each Insider and and, in addition addition, each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) ), have agreed agreed, pursuant to executed Locklock-Up up Agreements in the form attached hereto as Annex II (the “Lock-Up Agreements”), that for a period ending 180 days after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after date of the Effective Date 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 Securities or share capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockshare capital, except for such number of Class A Ordinary Shares registered for resale under the Registration Statement, without the consent of the Underwriter, with certain exceptions. The Underwriter Representative may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Party. (ii) 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 ending 180 days 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 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 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. The restrictions contained in this Section 2(t)(ii) shall not apply to (i) the Securities to be sold hereunder, (ii) the issuance by the Company of Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriter Representative has been advised in writing of such issuance prior to the date hereof, (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any 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 date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriter.

Lock-Up Period. 2.19.1. Each officer and director (ieach an “Insider”) Each Insider and in addition each beneficial owner of 5% or more of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares, or ADS to be purchased pursuant to the Directed Share Program) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II Exhibit B that for a period ending 180 days after of six months from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after date of the Effective Date 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 Securities or Company securities, capital stock of the Company, including Class A Ordinary Sharesstock, or any securities convertible into or exercisable or exchangeable for such Securities Company securities or capital stock, without the consent of the Underwriter, with certain exceptionsexcept 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 may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities ADSs would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Partyan Insider or other stockholder. (ii) 2.19.2. 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 ending 180 days after of six months from the Effective Dateclosing date of the Minimum Offering, (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 cause 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 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. The restrictions contained in this Section 2(t)(ii) paragraph 2.19.2 shall not apply to (i) the Securities ADSs and Ordinary Shares to be sold hereunder, (ii) the issuance by the Company of Securities Ordinary Shares upon the exercise of an option or warrant 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, hereof or (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any 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 Company. 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. 2.20.3. 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. (i) Each Insider and in addition each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II that for a period ending 180 days after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after the Effective Date (the “Lock-Up Period”), such persons, and parties that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with such persons and their affiliated parties (the “Affiliated Parties”), shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such 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 if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a any of the Lock-up PartyUp Parties. (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 ending 180 one hundred and eighty (180) days 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 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 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. The restrictions contained in this Section 2(t)(ii) shall not apply to (i) the Securities to be sold hereunder, (ii) the issuance by the Company of Securities upon the exercise of an option or warrant 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, (iii) the issuance by the Company of option to purchase or shares of Securitiessecurities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any 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 date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriter.

Lock-Up Period. (ia) Each Insider and in addition each beneficial owner of the Company Company’s executive officers and directors holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) have agreed, and each owner of at least 5% of the Company outstanding Shares (or securities convertible into Shares) (together with the Insiders, Company’s executive officers and directors the “Lock-Up Parties”) ), have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II that Exhibit A that, for a period ending 180 of one hundred eighty (180) days after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after date of the Effective Date 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 Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the consent of the Underwriter, with certain exceptions. The Underwriter may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities Shares would not be adversely impacted by sales and in cases of financial emergency of a an officer, director or other stockholder. The Company has caused each of the Lock-up PartyUp Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date hereof. (iib) 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 ending 180 of one hundred eighty (180) days 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 cause 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 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. The restrictions contained in this Section 2(t)(ii) paragraph 2.21.2 shall not apply to (i) the Securities Shares to be sold hereunder, (ii) the issuance by the Company of Securities shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that of which the Underwriter has Underwriters have been advised in writing of such issuance prior to the date hereof, or (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company. (c) Notwithstanding the foregoing, if (i) the Company outstanding on issues an earnings release or material news, or a material event relating to the date hereofCompany occurs, (iv) any registration statement on Form S-8during the last 17 days of the Lock-Up Period, or (vii) 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 2.21 shall continue to apply until the expiration of the 18-day period beginning on the issuance of securities in connection with mergersthe earnings release or the occurrence of the material news or material event, 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, unless 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 Underwriterwaives such extension.

Lock-Up Period. (i) 2.19.1 Each Insider and in addition each beneficial owner of the Company Company’s officers and directors holding at least five percent of the outstanding Class A Ordinary Shares (or securities convertible into Class A Ordinary Shares) ), and ACM Emerging Markets Master Fund I, L.P. (together with the Insiders“ACM” and collectively, the “Lock-Up Parties”) ), have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II Exhibit A that for a period ending 180 of 90 days after from the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days after effective date of the Effective Date 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 Securities or capital stock of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the consent of the Underwriter, with certain exceptionsRepresentatives. 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 Securities Shares would not be adversely impacted by sales and in cases of financial emergency of a an officer, director or other stockholder. The Company has caused each of the Lock-up PartyUp Parties to deliver to the 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. (ii) 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 ending 180 of 90 days after 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 cause 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 on 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. The restrictions contained in this Section 2(t)(ii) paragraph 2.23.2 shall not apply to (i) the Securities Shares to be sold hereunder, (ii) the issuance by the Company of Securities shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that of which the Underwriter has Representatives have been advised in writing of such issuance prior to the date hereofwriting, (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereofCompany, (iv) any registration statement on Form S-8the issuance by the Company of options or shares of capital stock of the Company to third-party vendors, suppliers, or consultants as a form of compensation, (v) the issuance by the Company of securities in connection with mergersshares of common stock as consideration for a future acquisition (including, acquisitions, joint ventures, licensing arrangements a merger or any other similar non-capital raising transactions provided such transaction), or (vi) the issuance by the Company of shares are not registered of common stock pursuant to a registrations statement For purposes that certain Convertible Note Facility Agreement (the “Note Agreement”) dated as of subclause (ii) in this paragraphMay 28, 2014, by and between the Underwriter acknowledges that disclosure in Company and ACM, as amended by the Registration Statement filed prior First Amendment to the date hereof Note Agreement dated as of any outstanding option or warrant shall be deemed to constitute prior written notice to May 28, 2015 by and between the UnderwriterCompany and ACM.

Lock-Up Period. Until the earlier to occur of (ia) Each Insider the date that is one hundred and in addition each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares eighty (or securities convertible into Class A Ordinary Shares180) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Annex II that for a period ending 180 days after the Effective Date date hereof and with respect to Xxxxxxx Xxxx and Peilin Ji 360 days (b) beginning on the ninety-first (91st) day after the Effective Date date hereof, any day when the aggregate trading volume of the Company’s Common Stock equals or has exceeded five million (5,000,000) shares traded, in the aggregate, since the date hereof and the closing price of the Company’s Common Stock, as reported by the Nasdaq Capital Market, exceeds $5.00 per share (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 Securities or capital stock of the Company(1) offer to sell, including Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such 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 if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Party. (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 ending 180 days after 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, lendany shares of Common Stock or any securities convertible or exchangeable for Common Stock, 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 Company; Common Stock, (ii2) file or 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 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. The restrictions contained , without the prior written consent of the Placement Agent (which consent may be withheld in this Section 2(t)(ii) 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 1999 Amended Stock Plan, as amended, (iii) issuances of Securities 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 upon the conversion or exchange of a security convertible or exchangeable securities disclosed as outstanding on in the date hereof of, provided that Disclosure Package and the Underwriter has been advised in writing of such issuance prior to the date hereofProspectus, (iiiiv) the issuance by the Company of option to purchase or any shares of SecuritiesCommon Stock as consideration for mergers, capital stock acquisitions, other business combinations, or restricted stock of the Company under any stock compensation plan of the Company outstanding on strategic alliances, occurring after the date hereofof this Agreement; provided that each recipient of shares pursuant to this clause, (iv) any registration statement on Form S-8agrees that all such shares remain subject to restrictions substantially similar to those contained in this subsection 3(j), or (v) the issuance by the Company 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 Common Stock as consideration under Amendment No. 2 to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriter.Securities

Lock-Up Period. (i) Each Insider and set forth in addition each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares Schedule B (or securities convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed has agreed, pursuant to an executed Lock-Up Agreements Agreement in the form attached hereto as Annex II I, that for a period ending 180 days after the Effective Date and with respect to Xxxxxxx Xxxx and Peilin Ji 360 one hundred eighty (180) days after the Effective Date (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 Securities or share capital stock of the Company, including Class A Ordinary SharesCommon Stock, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockshare capital, without the consent of the Underwriter, with certain exceptions. The Underwriter may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of a Lock-up Party. (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 ending 180 one hundred eighty (180) days after the Effective Date, (i1) 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; , (ii2) file or 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 or (iii3) 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 (i1), (ii2) or (iii3) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(t)(ii2(zz)(ii) shall not apply to (iA) the Securities and the Underwriter Securities to be sold issued hereunder, (iiB) the issuance by the Company of Securities Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof ofhereof, provided that the Underwriter has been advised in writing of such issuance prior to the date hereof, (iii) the issuance by the Company of option to purchase or shares of Securities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (ivC) any registration statement on Form S-8, or (vD) 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 registration statement. or (iiE) in this paragraph, the Underwriter acknowledges that disclosure as otherwise provided for in the Registration Statement filed prior to Lock-Up Agreement in the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriter.form attached hereto as Annex I..