Common use of Market Stand-Off Clause in Contracts

Market Stand-Off. (a) The Employee agrees to deliver a lock-up letter in the form previously distributed to the Employee by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public Offering, to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested by the Company or the managing underwriter, not to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering and shall thereafter terminate and cease to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreement.

Market Stand-Off. (a) The Employee agrees to deliver a lock-up letter in Each holder of the form previously distributed to Common Shares and each Holder agree that, so long as it holds any voting securities of the Employee by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public OfferingCompany, to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested upon request by the Company or the underwriters managing underwriterthe initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to Affiliates permitted by law or to other Affiliates who agree to be similarly bound) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters not to exceed 180 one hundred and eighty (180) days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters (whichever is later). The foregoing provision of this Section 2.12 shall only apply to the Company's Initial Public Offering ’s initial public offering and shall thereafter terminate not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and cease shall only be applicable to the Holders if all officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital on a fully-diluted basis enter into similar agreements with same terms and conditions as described in this Section 2.12, and if the Company or any underwriter releases, at any time during the market stand-off time period, any officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital on a fully-diluted basis from his, her or its sale restrictions so undertaken, then each Holder shall be in force or effect and, in any event, no Employee Lockup notified prior to such release and shall extend beyond itself be simultaneously released to the same proportional extent of such Holder’s Shares originally subject to the market-standoff restrictions. The Company shall require all future acquirers of the Company’s securities holding at least one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(apercent (1%) of the Registration Rights Agreement if then outstanding share capital of the Employee is Company on a signatory under that Agreementfully-diluted basis to execute, prior to any public offering of the Company’s securities, a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.12.

Market Stand-Off. (a) The Employee agrees to deliver a lock-up letter in the form previously distributed to the Employee Each Stockholder agrees, that if requested by the Company and an underwriter in connection with the Initial Public Offering concurrently with initial public offering of the execution Company of this Agreement. After Common Stock under the Initial Public OfferingSecurities Act on a registration statement on Form S-1(the “IPO”), not to directly or indirectly offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any securities of the Company held by it immediately prior to the extent requested in writing by effectiveness of the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under IPO for such registration statementperiod, each Employee agrees not to sell, transfer or otherwise dispose of, including exceed one hundred eighty (180) days (plus any sale pursuant to Rule 144 under the 1933 Act, any Shares during the additional period of time period reasonably as may be requested by the Company or the managing underwriter, not to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect underwriter for the one (1purpose of complying with FINRA Rule 2711(f)(4) year period immediately or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) following the effective date of the Company's Initial Public Offering registration statement for the IPO, as such underwriter shall specify reasonably and shall thereafter terminate and cease to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year periodgood faith; provided, however, that all officers and directors of the Company and all 1% or greater stockholders of the Company enter into similar agreements; provided, further, however, that in the event the Company or such underwriter, as applicable, releases any securities of the Company from the restrictions set forth in this Section 12 or similar restrictions (in any such case, the “Released Securities”), the foregoing provisions shall be waived or terminated, as applicable, to the same extent and with respect to the same percentage of securities of each Stockholder as the percentage of Released Securities represent with respect to the securities held by the holder of such Released Securities. For purposes of clarity, the restrictions set forth herein shall not apply to shares acquired in the IPO or in the open market following the IPO. Notwithstanding anything to the contrary contained herein, any amendment to this Section 12 that would adversely affect the Employee's obligations under Section 2.7(a) holders of the Registration Rights Agreement if Series B Preferred Stock or the Employee is Series B-1 Preferred Stock or the Series C Preferred Stock, as the case may be, shall require the written consent of (i) the holders of at least a signatory under majority of the Series B Preferred Stock and Series B-1 Preferred Stock then outstanding, in the case of an amendment that Agreementadversely affects the holders of the Series B Preferred Stock or the Series B-1 Preferred Stock and (ii) the holders of at least a majority of the Series C Preferred Stock then outstanding in the case of an amendment that adversely affects the holders of the Series C Preferred Stock.

Market Stand-Off. (a) The Employee Each party agrees to deliver a lock-up letter in that, so long as it holds any voting securities of the form previously distributed to the Employee Company, upon request by the Company in connection with or the Initial Public Offering concurrently with underwriters managing the execution initial public offering of this Agreement. After the Initial Public OfferingCompany’s securities, to the extent requested in writing by it will not sell or otherwise transfer or dispose of any securities of the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 those permitted to be included in the registration and other transfers to Affiliates permitted by law) without the prior written consent of the Company or S-4such underwriters, N-14 or successor or applicableas the case may be, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to for a period of time specified by the securities registered under such registration statement, each Employee agrees representative of the underwriters not to sellexceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such initial public offering as may be requested by the underwriters, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time such other period reasonably as may be requested by the Company or the managing underwriter, not an underwriter to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one accommodate regulatory restrictions on (1) year period immediately following the effective date publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto. The Company shall use its best efforts to take all reasonable steps to shorten such lock-up period. The foregoing provision of this Section 2.12 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other officers, directors and greater than one percent (1%) shareholders of the Company enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company's Initial Public Offering and shall thereafter terminate and cease ’s securities to be execute prior to a Qualified IPO a market stand-off agreement containing substantially similar provisions as those contained in force or effect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreement2.12.

Market Stand-Off. (a) The Employee Holder hereby agrees to deliver a lock-up letter in that it will not, without the form previously distributed prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Employee initial registration by the Company of shares of its Common Stock in connection with the Initial Public Offering concurrently with IPO pursuant to a registration statement on Form S-1, and ending on the execution of this Agreement. After the Initial Public Offering, to the extent requested in writing date specified by the Company in connection with, or and the managing underwriter, if any, of, any registration statement filed under the 1933 Act underwriter (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees period not to sell, transfer exceed one hundred eighty (180) days or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time such other period reasonably as may be requested by the Company or the managing underwriter, not an underwriter to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one accommodate regulatory restrictions on (1) year period immediately following the effective date publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; 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; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder only if all officers, directors and stockholders owning one percent (1%) of more of the Company's Initial Public Offering ’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off period. The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 and shall thereafter terminate have the right, power and cease authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in force or effect and, in any event, no Employee Lockup shall extend beyond connection with such one year period; provided, however, registration that are consistent with this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreement9.

Market Stand-Off. (a) The Employee Subscriber hereby agrees to deliver a lock-up letter in that it will not, without the form previously distributed prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Employee registration by the Company of shares of its common stock or any other equity security, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in connection with the Initial Public Offering concurrently with case of the execution Company’s first underwritten offering of this Agreement. After its common stock under the Initial Public OfferingSecurities Act (“IPO”), which period may be extended upon the request of the managing underwriter, to the extent requested in writing required by FINRA rules, for an additional period of up to eighteen (18) days if the Company in connection withissues or proposes to issue an earnings or other public release within eighteen (18) days after the expiration of the 180-day lockup period), or the managing underwriter(i) lend, if anyoffer, ofpledge, any registration statement filed under the 1933 Act (other than an S-8 or S-4sell, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not 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, or otherwise transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Actdirectly or indirectly, any Shares during the time period reasonably requested by the Company shares of Class B Common Stock or the managing underwriter, not to exceed 180 days any securities convertible into or exercisable or exchangeable (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(adirectly or indirectly) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period Class B Common Stock held immediately following before the effective date of the Company's Initial Public Offering and shall thereafter terminate and cease registration statement for such offering; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be in force settled by delivery of Class B Common Stock or effect andother securities, in any eventcash, no Employee Lockup shall extend beyond such one year period; provided, however, that or otherwise. The foregoing provisions of this Section 6 shall not affect apply to the Employee's obligations under Section 2.7(asale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Subscriber or the immediate family of the Subscriber, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value; and (y) be applicable to the Subscriber only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Registration Rights Agreement if Company’s outstanding common stock (after giving effect to conversion into common stock of all the Employee is Company’s outstanding preferred stock and other securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), common stock, including options and warrants). The underwriters, in connection with such registration, are intended third-party beneficiaries of this Section 6 and shall have the right, power, and authority to enforce the provisions hereof as though they were a signatory under party hereto. Subscriber further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that Agreementare consistent with this Section 6 or that are necessary to give further effect thereto.

Market Stand-Off. (a) The Employee Agreement. Each holder of Shares agrees to deliver a lock-up letter in that it will not during the form previously distributed period commencing on the date of the final prospectus relating to the Employee Company’s IPO and ending on the date specified by the Company (such period not to exceed one hundred eighty (180) days from the date of such final prospectus, or such other period as may be requested by the Company to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (i) lend, offer, pledge, hypothecate, hedge, sell, make any short sale of, loan, 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, or otherwise transfer or dispose of, directly or indirectly, any Equity Securities of the Company owned at the time of the IPO (other than those included in such offering), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Equity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Equity Securities of the Company or such other securities, in cash or otherwise; provided, that (x) the foregoing provisions of this Section 12.13 shall not be applicable to any Holder unless all directors, officers and all other holders of at least one percent (1%) of the outstanding share capital of the Company (calculated on an as-converted to Class A Ordinary Share basis) must be bound by restrictions at least as restrictive as those applicable to any such Holder pursuant to this Section 12.13, (y) this Section 12.13 shall not apply to a Holder to the extent that any other Person subject to substantially similar restrictions is released in whole or in part, and (z) the lockup agreements shall permit a Holder to transfer their Equity Securities to their respective Affiliates so long as the transferees enter into the same lockup agreement. The underwriters in connection with the Initial Public Offering concurrently with the execution Company’s IPO are intended third party beneficiaries of this AgreementSection 12.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. After In order to enforce the Initial Public Offeringforegoing covenant, the Company may place restrictive legends on the certificates and impose stop-transfer instructions with respect to the extent requested in writing by Equity Securities of each shareholder (and the Company in connection with, shares or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (securities of every other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating person subject to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under foregoing restriction) until the 1933 Act, any Shares during the time period reasonably requested by the Company or the managing underwriter, not to exceed 180 days (end of such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering and shall thereafter terminate and cease to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreement.

Market Stand-Off. (a) The Employee Each of the Founder, the Investors and other Shareholders hereby agrees to deliver a lock-up letter in the form previously distributed to the Employee by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public Offeringthat, if and to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested by the Company or the underwriters managing underwriterthe initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company owned immediately prior to the date of the final prospectus relating to the initial public offering (other than those permitted to be included in the registration and other transfers to Affiliates permitted by law who agree to be similarly bound) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters not to exceed 180 one hundred and eighty (180) days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The foregoing provision of this Section 4.12 shall (a) be subject to any exceptions that any Holder and the applicable underwriter may agree on, (b) apply only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to the Registrable Securities actually sold pursuant to such registration statement, (c) only be applicable to the Holders if all officers, directors and holders of the Company's Initial Public Offering ’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any officer, director or holder of the Company’s outstanding share capital from his or her sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall thereafter terminate itself be simultaneously released to the same proportional extent, and cease (d) the lock-up agreements shall permit such Holders to be in force or effect andtransfer their Registrable Securities to their respective Affiliates so long as the transferees enter into the same lockup agreement. Each Holder agrees to execute and deliver to the underwriters a lock-up agreement containing substantially similar terms and conditions as those contained herein, in any event, no Employee Lockup unless otherwise agreed by such Holder and the underwriters. The Company shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) require all future acquirers of the Registration Rights Agreement if the Employee is Company’s securities to execute prior to a signatory under that AgreementQualified IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 4.12.

Market Stand-Off. (a) The Employee agrees to deliver a lock-up letter in the form previously distributed to the Employee by the Company in Agreement. In connection with the Initial Public Offering concurrently with initial public offering of the execution Company's Common Stock, each Holder and each Founder hereby agrees that such Holder or Founder shall not sell or otherwise transfer or dispose of this Agreement. After any of the Initial Public Offering, to Company's securities held by such Holder or Founder (other than those included in the extent requested in writing by the Company in connection with, or the managing underwriterregistration at issue, if any, of, any ) for a period specified by the representative of the underwriters of Common Stock of the Company not to exceed (i) one hundred eighty (180) days following the effective date of the registration statement filed under for such initial public offering or (ii) such longer period requested by the 1933 Act underwriters as is necessary to comply with regulatory restrictions on the publication of research reports (including, but not limited to, NASD Rule 2711); provided that all officers and directors of the Company and all other than an S-8 persons or S-4entities owning at least one percent (1%) of the Company's securities (on as as-converted basis) enter into substantially equivalent agreements. The Company agrees to cause all officers, N-14 or successor or applicable, equivalent formsdirectors and holders of one percent (1%) or in connecxxxx xxxx any subsequent exchange offer more to be bound by the provisions of this Section 3.11 or conversion relating substantially equivalent restrictions. Each Holder and Founder agrees to the securities registered under execute and deliver such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period other agreements as may be reasonably requested by the Company or the managing underwriterunderwriter which are consistent with the foregoing or which are necessary to give further effect thereto. The Company agrees that it shall not release any Holder or Founder (or any person referred to in the preceding sentence) from the obligations imposed pursuant to this Section 3.11 unless all Holders are so released on a proportionate basis relative to their ownership of Registrable securities. The obligations described in this Section 3.11 shall not apply to a registration relating solely to employee benefit plans on Form S-8 or similar forms that may be promulgated in the future, not or a registration relating solely to exceed 180 days (such period, a Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the future. The Company and certain of its stockholders to be entered into prior may impose stop transfer instructions with respect to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose shares of Shares in order to apply the proceeds thereof to repay interest Common Stock (or principal related to indebtedness due other securities) subject to the Company. This Section 2.3 shall only remain in effect for foregoing restriction until the one (1) year period immediately following the effective date end of the Company's Initial Public Offering and shall thereafter terminate and cease to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year said period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreement.

Market Stand-Off. Agreement. The Company and each Holder agrees that it will not, without the prior written consent of the managing underwriter(s), during the period commencing on the date of the final prospectus relating to the Company’s initial public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (a) The Employee agrees lend, offer, pledge, sell, contract to deliver a lock-up letter sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Equity Securities (whether then owned or thereafter acquired) or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the form previously distributed economic consequences of ownership of the Equity Securities, whether any such transaction described in clause (a) or (b) above is to the Employee be settled by the Company delivery of Equity Securities or other securities, in connection with the Initial Public Offering concurrently with the execution cash or otherwise; provided that (x) all directors, officers and holders of Equity Securities must be bound by restrictions substantially identical to those applicable to any Holder pursuant to this Agreement. After the Initial Public OfferingSection 7.4, and (y) all Holders will be released from any restrictions set forth in this Section 7.4 to the extent requested in writing by that any other shareholders subject to substantially similar restrictions are released; provided, further, that, regardless of this Section 7.4, a Holder shall be permitted to make private transfers to its Affiliates that agree to substantially the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested by the Company or the managing underwriter, not to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions same restrictions set forth in this Section 2.7(a) of 7.4. In order to enforce the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among foregoing covenant, the Company may place restrictive legends on the certificates and certain impose stop-transfer instructions with respect to the Registrable Securities of its stockholders each shareholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. In addition, the Company shall not issue any Equity Securities to any Person unless such Person has agreed in writing to be entered into prior to bound by the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares same restrictions set forth in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This this Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering and shall thereafter terminate and cease to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreement7.4.

Market Stand-Off. Each party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (aother than those permitted to be included in the registration and other transfers to affiliates permitted by law) The Employee agrees without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters not to deliver a exceed one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters; provided, however, that the foregoing shall not, in any way, limit the applicable lock-up letter arrangements in respect of the form previously distributed Founders and BVI Companies pursuant to Section 5.09 of the Employee Series E Shares Purchase Agreement, which will apply for at least six (6) months, unless otherwise agreed by the lead underwriter of securities of the Company in connection with the Initial Public Offering concurrently with registration of such initial public offering. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period for the execution Preferred Shareholders. The foregoing provision of this Agreement. After the Initial Public Offering, Section 2.13 shall not apply to the extent requested in writing by sale of any securities of the Company in connection withto an underwriter pursuant to any underwriting agreement, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating and shall only be applicable to the securities registered under such registration statementHolders if all other shareholders of the Company enter into similar agreements, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested by and if the Company or the managing underwriterany underwriter releases any other shareholder from his, not to exceed 180 days (such periodher or its sale restrictions so undertaken, the "Employee Lockup"); provided that such agreement then each Holder shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into notified prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due such release and shall itself be simultaneously released to the Companysame proportional extent. This Section 2.3 The Company shall only remain in effect for the one (1) year period immediately following the effective date require all future acquirers of the Company's Initial ’s securities to execute prior to a Qualified Public Offering and shall thereafter terminate and cease to be a market stand-off agreement containing substantially similar provisions as those contained in force or effect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreement2.13.

Market Stand-Off. (a) The Employee Each party agrees to deliver a lock-up letter in that, so long as it holds any voting securities of the form previously distributed to the Employee Company, upon request by the Company in connection with or the Initial Public Offering concurrently with underwriters managing the execution initial public offering of this Agreement. After the Initial Public OfferingCompany’s securities, to the extent requested in writing by it will not sell or otherwise transfer or dispose of any securities of the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 those permitted to be included in the registration and other transfers to Affiliates permitted by law) without the prior written consent of the Company or S-4such underwriters, N-14 or successor or applicableas the case may be, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to for a period of time specified by the securities registered under such registration statement, each Employee agrees representative of the underwriters not to sellexceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such initial public offering as may be requested by the underwriters, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time such other period reasonably as may be requested by the Company or the managing underwriter, not an underwriter to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one accommodate regulatory restrictions on (1) year period immediately following the effective date publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto. The Company shall use its best efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other shareholders of the Company enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company's Initial Public Offering and shall thereafter terminate and cease ’s securities to be execute prior to a Qualified IPO a market stand-off agreement containing substantially similar provisions as those contained in force or effect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreement2.12.

Market Stand-Off. (a) The Employee agrees to deliver a lock-up letter in Each holder of the form previously distributed to Common Shares and each Holder agree that, so long as it holds any voting securities of the Employee by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public OfferingCompany, to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested upon request by the Company or the underwriters managing underwriterthe initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to Affiliates permitted by law or to other Affiliates who agree to be similarly bound) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters not to exceed 180 one hundred and eighty (180) days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters (whichever is later). The foregoing provision of this Section 2.12 shall only apply to the Company's Initial Public Offering initial public offering and shall thereafter terminate not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and cease shall only be applicable to the Holders if all officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital on a fully-diluted basis enter into similar agreements with same terms and conditions as described in this Section 2.12, and if the Company or any underwriter releases, at any time during the market stand-off time period, any officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital on a fully-diluted basis from his, her or its sale restrictions so undertaken, then each Holder shall be in force or effect and, in any event, no Employee Lockup notified prior to such release and shall extend beyond itself be simultaneously released to the same proportional extent of such Holder’s Shares originally subject to the market-standoff restrictions. The Company shall require all future acquirers of the Company’s securities holding at least one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(apercent (1%) of the Registration Rights Agreement if then outstanding share capital of the Employee is Company on a signatory under that Agreementfully-diluted basis to execute, prior to any public offering of the Company’s securities, a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.12.

Market Stand-Off. (a) The Employee agrees to deliver a lock-up letter in the form previously distributed to the Employee Each Investor agrees, that if requested by the Company and an underwriter in connection with the Initial Public Offering concurrently with initial public offering of the execution Company of this Agreement. After Common Stock under the Initial Public OfferingSecurities Act on a registration statement on Form S-1 (the “IPO”), not to directly or indirectly offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any securities of the Company held by it immediately prior to the extent requested in writing by effectiveness of the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under IPO for such registration statementperiod, each Employee agrees not to sell, transfer or otherwise dispose of, including exceed one hundred eighty (180) days (plus any sale pursuant to Rule 144 under the 1933 Act, any Shares during the additional period of time period reasonably as may be requested by the Company or the managing underwriter, not to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect underwriter for the one (1purpose of complying with FINRA Rule 2711(f)(4) year period immediately or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) following the effective date of the Company's Initial Public Offering registration statement for the IPO, as such underwriter shall specify reasonably and shall thereafter terminate and cease to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year periodgood faith; provided, however, that all officers and directors of the Company and all 1% or greater stockholders of the Company enter into similar agreements; provided, further, however, that in the event the Company or such underwriter, as applicable, releases any securities of the Company from the restrictions set forth in this Section 12 or similar restrictions (in any such case, the “Released Securities”), the foregoing provisions shall be waived or terminated, as applicable, to the same extent and with respect to the same percentage of securities of each Investor as the percentage of Released Securities represent with respect to the securities held by the holder of such Released Securities. For purposes of clarity, the restrictions set forth herein shall not affect apply to shares acquired in the Employee's obligations under IPO or in the open market following the IPO. Notwithstanding anything to the contrary contained herein, any amendment to this Section 2.7(a) 12 that would adversely effect the holders of the Registration Rights Agreement if Series B-1 Preferred Stock shall require the Employee is written consent of the holders of at least a signatory under that Agreementmajority of the Series B-1 Preferred Stock then outstanding.”

Market Stand-Off. (a) The Employee agrees to deliver a lock-up letter in the form previously distributed to the Employee by the Company in connection with the Initial Public Offering concurrently with the execution Holder of this Agreement. After Warrant hereby agrees that such Holder will not, without the Initial Public Offering, to the extent requested in writing by the Company in connection with, or prior written consent of the managing underwriter, if any, of, any registration statement filed under during the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion period commencing on the date of the final prospectus relating to the securities registered Company’s first underwritten public offering of its Common Stock under the Securities Act of 1933, as amended (the “IPO”), and ending on the date specified by the Company and the managing underwriter (such registration statement, each Employee agrees period not to sellexceed one hundred eighty (180) days in the case of the IPO), transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time such other period reasonably as may be requested by the Company or the managing underwriter, not an underwriter to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one accommodate regulatory restrictions on (1) year period the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; 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; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately following before the effective date of the Company's Initial Public Offering registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 10 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall thereafter terminate be applicable to the Holders only if all officers, directors and cease to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(astockholders individually owning more than two percent (2%) of the Registration Rights Agreement if Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the Employee is same restrictions. The underwriters in connection with such registration are intended third party beneficiaries of this Section 10 and shall have the right, power and authority to enforce the provisions hereof as though they were a signatory under party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that Agreementare consistent with this Section 10 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may notate each such certificate, instrument or book entry with a legend as substantially set forth in Section 5(e) with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period.

Market Stand-Off. Agreement. Each Holder hereby agrees that such Holder shall not sell or otherwise transfer or dispose of any Ordinary Shares (aor other securities) The Employee agrees to deliver a lock-up letter in the form previously distributed to the Employee by of the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public Offering, to the extent requested in writing held by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act such Holder (other than an S-8 those included in the registration) for a period specified by the underwriters of Ordinary Shares (or S-4other securities) of the Company not to exceed (i) one hundred and eighty (180) days following the effective date of the registration statement for the Company’s IPO or (ii) ninety (90) days from the date of the final prospectus for any other offering, N-14 or successor or applicableprovided that all officers and directors of the Company and, equivalent formsin the case of the Company’s IPO, holders of at least one percent (1%) or in connecxxxx xxxx any subsequent exchange offer or conversion relating of the Company’s voting securities are bound by and have entered into similar agreements. The foregoing provisions of this Section shall not apply to the securities registered under such registration statement, each Employee agrees not sale of any shares to sell, transfer or otherwise dispose of, including any sale an underwriter pursuant to Rule 144 under the 1933 Act, any Shares during the time period an underwriting agreement. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriterunderwriter which are consistent with the foregoing or which are necessary to give further effect thereto. The obligations described in this Section 2.12 shall not apply to a registration relating solely to employee benefit plans on Form S-8 or similar forms that may be promulgated in the future, not or a registration relating solely to exceed 180 days a Commission Rule 145 transaction on Form F-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) or ninety (90) day period. In addition to the foregoing, no Holder that would be required to sign an agreement restricting its ability to transfer pursuant to this section shall distribute shares to its stockholders, partners or members after receipt of a Piggyback Notice or a Form F-1 Request Notice until such periodtime as such Holder has signed such an agreement required pursuant hereto. Notwithstanding anything to the contrary in this Agreement, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) none of the Second Amended and Restated Registration Rights provisions herein shall in any way limit GS from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity or other similar activities conducted in the ordinary course of its business with respect to shares of the Company, other than shares held for its own account. The Company acknowledges that the restrictions contained in this Agreement (the "Registration Rights Agreement") among shall not apply to securities of the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately acquired by GS following the effective date of the Company's Initial Public Offering and shall thereafter terminate and cease to be in force or effect andan IPO, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreementother than shares held for its own account.

Market Stand-Off. (a) The Employee Holder agrees that any Registrable Securities owned by it may be subject to deliver a customary “lock-up” restricting sales, pledges or other dispositions for up letter to ninety (90) days from the date of the final prospectus used in the form previously distributed connection with any underwritten offering pursuant to the Employee Article III above by the Company in connection which the Company complied with Section 3.1, and agrees to enter into and execute customary “lock-up” agreements (in each case on substantially the Initial Public Offering concurrently same terms and conditions as all other holders who have registration rights with the execution of this Agreement. After the Initial Public Offering, respect to the extent requested in writing Company Ordinary Shares, including customary waiver “mfn” provisions) with respect to all Company Ordinary Shares or securities convertible into, or exercisable for, Company Ordinary Shares, as applicable, (held immediately prior to the launch of such offering) and such Holder shall thereby be required to abide by such “lock-up” period of up to ninety (90) days as is required by the Company managing underwriter(s) in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested by the Company or the managing underwriter, not to exceed 180 days (such period, the "Employee Lockup")registration; provided that such agreement obligation shall include the exceptions set forth in Section 2.7(aonly apply where (i) all officers, directors and other at least one percent (1%) shareholders of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among Company party hereto or to other agreements with the Company and certain containing corresponding requirements are similarly bound, (ii) the terms of its stockholders the Holder’s lock-up are no more restrictive than the terms of the lock-ups applicable to be entered into prior any other holder that has executed such a lockup (and, if the Company agrees to waive any such lockup for any such other holder, the Company shall also waive the Holder’s lockup to the Initial Public Offering, as amended from time same extent) and (iii) shall only apply to time, a transaction in which includes a provision allowing the Employee Holder was offered an opportunity to dispose participate. The foregoing provisions of Shares in order to this Section 3.10 shall not apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain sale of any shares to an underwriter pursuant to an underwriting agreement in effect for the one (1) year period immediately following the effective date connection with such offering or any shares of the Company's Initial Public Offering Company acquired in such offering or acquired in open market transactions after such offering and shall thereafter terminate and cease not apply to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) shares of the Registration Rights Agreement if the Employee is Company subject to a signatory under that AgreementPermitted Loan.

Market Stand-Off. (a) The Employee agrees to deliver a lock-up letter in the form previously distributed to the Employee by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public Offering, to the extent If requested in writing by the Company in connection withunderwriters for an underwritten public offering of securities of the Company, each Holder shall agree not to sell publicly any shares of Registrable Securities or the managing underwriter, if any, of, any registration statement filed under the 1933 Act other shares of Common Stock (other than an S-8 shares of Registrable Securities or S-4other shares of Common Stock being registered in such offering), N-14 or successor or applicablewithout the consent of such underwriters, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time for a period reasonably requested by the Company or the managing underwriter, not to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering and shall thereafter terminate and cease Registration Statement relating to such offering to be in force or effect andreasonably determined by the underwriters not to exceed 180 days, in any event, no Employee Lockup provided that the Company shall extend beyond use commercially reasonable efforts to limit such one year periodperiod to 90 days; provided, however, that all persons entitled to registration rights with respect to shares of Common Stock who are not parties to this Agreement, all other Persons selling shares of Common Stock in such offering and all executive officers and directors of the Company shall also have agreed not to sell publicly their Common Stock for a like period under the circumstances and pursuant to the terms set forth in this Section 2.10. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period, and each Holder agrees that, if so requested, such Holder will execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 2.10. Notwithstanding the foregoing, the obligations described in this Section 2.10 shall not affect apply to registrations pursuant to registration statements on Forms S-4 and S-8, or similar or successor Forms, or registrations in which the Employee's obligations under Section 2.7(a) only stock being registered is Common Stock issuable upon conversion of the Registration Rights Agreement if the Employee is a signatory under that Agreementdebt securities which are also being registered.

Market Stand-Off. (a) The Employee agrees to deliver a lock-up letter in the form previously distributed to the Employee by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public Offering, to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably If requested by the Company or a representative of the managing underwriterunderwriters of Common Stock (or other securities) of the Company acting reasonably, each Holder shall not sell or otherwise transfer or dispose of any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters, not to exceed 180 one hundred eighty (180) days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of a registration statement of the Company filed under the Securities Act (the "Effective Date"). The foregoing commitment has two limitations: (i) no Holder shall be required to refrain from selling under this paragraph, unless all officers and key employees of the Company enter into similar agreements; and (ii) no Holder (including for this purpose affiliates of any Holder) shall be required to refrain from selling under this paragraph unless all other holders of the Company's Initial Public Offering Common Stock owning an equal or a larger percentage of the Company's Common Stock (on an as-converted basis) as the Holder and shall thereafter terminate and cease its affiliates are also required by a representative of the underwriter to be enter into market standoff agreements on the same terms. The obligations described in force or effect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this Section 3.12 shall not affect apply to 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 Employee's obligations under Section 2.7(afuture, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop- transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the Registration Rights Agreement if the Employee is a signatory under that Agreementsaid one hundred eighty (180) day period.

Market Stand-Off. (a) The Employee Each Shareholder agrees to deliver a lock-up letter in that, so long as it holds any voting securities of the form previously distributed to the Employee by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public OfferingCompany, to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested upon request by the Company or the underwriters managing underwriterthe IPO of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to Affiliates permitted by Law) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters not to exceed 180 one hundred and eighty (180) days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering registration statement covering such IPO or the pricing date of such offering as may be requested by the underwriters. The foregoing provision of this Section 11 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall thereafter terminate only be applicable to the Holders if all officers, directors and cease holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his or her sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be in force or effect and, in any event, no Employee Lockup simultaneously released to the same proportional extent. The Company shall extend beyond such require all future acquirers of the Company’s securities holding at least one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(apercent (1%) of the Registration Rights Agreement if then outstanding share capital of the Employee Company to execute prior to the IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 11. The Company and the Key Holders shall take all steps consistent with requirements of Law to minimize the foregoing market stand-off period for the Investors. EXHIBIT C FORM OF ASSUMPTION AGREEMENT THIS ASSUMPTION AGREEMENT is a signatory under that Agreementmade the [ ] day of [ ], by and between PHOENIX TREE HOLDINGS LIMITED (the “Company”); and [ ] (the [“New Investor”][“New Key Holder”]). The Company and the [New Investor][New Key Holder] shall be referred to collectively as the Parties.

Market Stand-Off. De Lx Xxxxx hereby agrees that he will not, without the prior written consent of the managing underwriter (a) The Employee agrees to deliver which, for purposes of this provision, shall include placement agents and parties performing a lock-up letter in similar function), during the form previously distributed to period commencing on the Employee date of the closing of any sale by CipherLoc of any of its securities and ending on the date specified by the Company in connection with and the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public Offering, managing underwriter (such period not to the extent requested in writing by the Company in connection withexceed one hundred eighty (180) days), or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (such other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably as may be requested by the Company or the managing underwriter, not an underwriter to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one accommodate regulatory restrictions on (1) year period immediately following the effective date publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (i) lend; 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; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by De Lx Xxxxx or are thereafter acquired or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Company's Initial Public Offering economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The underwriters in connection with such registration are intended third-party beneficiaries of this provision and shall thereafter terminate have the right, power and cease authority to enforce the provisions hereof as though they were a party hereto. De Lx Xxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in force connection with such registration that are consistent with this provision or that are necessary to give further effect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreementthereto.

Market Stand-Off. (a) The Employee Each of the Controlling Shareholder, the Investors and other Shareholders hereby agrees to deliver a lock-up letter in the form previously distributed to the Employee by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public Offeringthat, if and to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested by the Company or the underwriters managing underwriterthe initial public offering of the Company’s securities, it will not (i) lend, 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, or otherwise transfer or dispose of, directly or indirectly, any securities of the Company (other than those permitted to be included in the registration and other transfers to Affiliates (which shall be subject to the same market stand-off provisions as the Investor/Shareholder transferor) permitted by law), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or other securities, in cash, or otherwise (including to make any short sale of, or enter into any hedging or similar transaction with the same economic effect as a sale), without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters not to exceed 180 one hundred and eighty (180) days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The foregoing provision of this Section 3.13 applies only to the IPO, but not to the Registrable Securities actually sold pursuant to such registration statement, and shall thereafter terminate only be applicable to the Holders if all officers, directors and cease holders of five percent (5%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any officer, director or holder of five percent (5%) or more of the Company’s outstanding share capital from his or her sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be in force simultaneously released to the same proportional extent (other than the release of any officer or effect and, in any event, no Employee Lockup director for bona fide tax or estate planning purposes). The Company shall extend beyond such one year period; provided, however, that this shall not affect require all future acquirers of the Employee's obligations under Section 2.7(aCompany’s securities holding at least five percent (5%) of the Registration Rights Agreement if then outstanding share capital of the Employee is Company to execute prior to a signatory under Qualified IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 3.13. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 3.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that Agreementare consistent with this Section 3.13 or that are necessary to give further effect thereto.

Market Stand-Off. (a) The Employee Agreement. If so required by the underwriter(s), each holder of the Registrable Securities agrees to deliver a lock-up letter enter into an agreement in reasonable and customary form agreeing that the form previously distributed to holder of the Employee by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public OfferingRegistrable Securities, to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees will not to sell, transfer or otherwise dispose of, including of any sale pursuant to Rule 144 under Equity Securities of the 1933 Act, any Shares Company (other than those included in the offering) without the prior written consent of the Company or such underwriter(s) during the time period reasonably commencing on the date of the final prospectus relating to the Company’s IPO and ending on the date specified by the Company and the underwriter(s) (such period not to exceed one hundred eighty (180) days from the date of such final prospectus, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the managing underwriterpublication or other distribution of research reports; and (ii) analyst recommendations and opinions, including, but not to exceed 180 days (such periodlimited to, the "Employee Lockup"restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto); provided, that (i) the foregoing provisions of this Section shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall not be applicable to any Holder unless all directors, officers and all the other holders of at least one percent (1%) of the issued and outstanding share capital of the Company (calculated on an as-converted to Ordinary Share basis) must be bound by restrictions at least as restrictive as those applicable to any such Holder pursuant to this Section, (ii) this Section shall not apply to a Holder to the extent that any other Person subject to substantially similar restrictions is released in whole or in part, and (iii) the lockup agreements shall permit a Holder to transfer their Registrable Securities to their respective Affiliates so long as the transferees enter into the same lockup agreement. Each Investor, severally but not jointly, agrees to execute and deliver to the underwriters a lock-up agreement containing reasonable and customary terms and qualifications substantially similar as those contained herein, provided that such lockup agreement shall include terminate no later than ninety (90) days after the exceptions set forth in Section 2.7(a) execution of such lockup agreement if the consummation of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering and shall thereafter terminate and cease to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall IPO has not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreementoccurred.

Market Stand-Off. (a) The Employee Each Purchaser hereby agrees to deliver a lock-up letter in that it will not, without the form previously distributed to the Employee by the Company in connection with the Initial Public Offering concurrently with the execution prior written consent of this Agreement. After the Initial Public Offering, to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under during the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion period commencing on the date of the final prospectus relating to an initial public offering of the securities registered under Company and ending on the date specified by the Company and the managing underwriter (such registration statement, each Employee agrees period not to sellexceed one hundred eighty (180) days in the case of the IPO, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time such other period reasonably as may be requested by the Company or the managing underwriter, not an underwriter to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one accommodate regulatory restrictions on (1) year period the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or any successor provisions or amendments thereto): (i) lend; 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; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately following before the effective date of the Company's Initial Public Offering registration statement for the initial public offering of the Company or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 11.10 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall thereafter terminate be applicable to the Purchasers only if all officers and cease directors are subject to be in force or effect and, in any event, no Employee Lockup shall extend beyond such the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(apercent (1%) of the Registration Rights Agreement if Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding convertible securities. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 11.10 and shall have the Employee is right, power and authority to enforce the provisions hereof as though they were a signatory under party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that Agreementare consistent with this Section 11.10 or that are necessary to give further effect thereto.

Market Stand-Off. (a) The Employee Each party agrees to deliver a lock-up letter in that, so long as it holds any voting securities of the form previously distributed to the Employee by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public OfferingCompany, to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested upon request by the Company or the underwriters managing underwriterthe initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by law) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters not to exceed 180 one hundred and eighty (180) days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters, provided that (i) all officers, Directors and holders of the Ordinary Shares of the Company have been locked up during the said period, (ii) if any securities of the Company are excluded or released in whole or part from such restrictions, the Company shall thereafter terminate so notify each Holder within three (3) days and cease each Holder shall also be excluded or released, and (iii) the market stand-off agreement permits private transfers to any third-party transferee provided that such transferee agrees to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that bound by the same market stand-off agreement. The foregoing provision of this Section 3.11 shall not affect apply to (i) the Employee's obligations under Section 2.7(aprivate transfer of the securities of the Company by any Holder to its Affiliates and (ii) the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement. The Company shall require all future acquirers of the Company’s securities holding at least one percent (1%) of the Registration Rights Agreement if then outstanding share capital of the Employee is Company to execute a signatory under that Agreementmarket stand-off agreement containing substantially similar provisions as those contained in this Section 3.11.

Market Stand-Off. (a) The Employee Each Stockholder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to deliver a lock-up letter in any public offering of the form previously distributed to Company’s capital stock and ending on the Employee date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in connection the case of the Qualified Public Offering and ninety (90) days in the case of any other public offering of capital stock) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, or otherwise transfer any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Stockholder Shares held immediately prior to the effectiveness of the registration statement for such offering, or (ii) enter into any swap or other arrangement that Transfers to another, in whole or part, any of the economic consequences of ownership of the Stockholder Shares, whether any such transaction described in clause (i) or (ii) above is settled by delivery of Stockholder Shares or other securities, in cash or otherwise. The foregoing provisions of this Section 5.2(a) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Stockholders if all officers, directors and greater than two percent (2%) shareholders of the Company enter into similar agreements. Each Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in a public offering that are consistent with this Section 5.2(a) or that are necessary to give further effect thereto. Notwithstanding the foregoing, the restrictions in the paragraph above shall not apply (it being understood and agreed, however, that restrictions other than the one in this Section 5.2(a) may continue to apply) to a transfer by a Stockholder of its Stockholder Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agrees with the Initial Public Offering concurrently parties hereto to comply with the execution terms and conditions of this Agreement. After the Initial Public Offering, Section 7.3 hereof (including by agreeing to the extent requested be bound in writing by the Company in connection withrestrictions set forth herein), or (ii) to any trust for the managing underwriterdirect or indirect benefit of such Stockholder or the immediate family of such Stockholder, provided that the trustee of the trust agrees with the parties hereto to comply with the terms and conditions of Section 7.3 hereof (including by agreeing to be bound in writing by the restrictions set forth herein), and provided further that any such transfer referred to in (i) and (ii) shall not involve a disposition for value. For purposes of this Section 5.2(a), “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, if anythe Stockholder is a corporation, ofthe restrictions in the first paragraph of this Section 5.2(a) shall not apply (it being understood and agreed, any registration statement filed under the 1933 Act (however, that restrictions other than an S-8 or S-4the one in this Section 5.2(a) may continue to apply) to a transfer by a corporation of capital stock of the Company to any wholly-owned subsidiary of such corporation, N-14 or successor or applicableor, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating if the Stockholder is a limited liability company, to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested by the Company limited liability company to a member or affiliated limited liability company, or, if the managing underwriterStockholder is a partnership, not to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time transfer by the partnership to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest partner or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering and shall thereafter terminate and cease to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year periodaffiliated partnership; provided, however, that this in any such case, it shall be a condition to the transfer that the transferee agrees with the parties hereto to comply with the terms and conditions of Section 7.3 hereof (including by agreeing to be bound in writing by the restrictions set forth herein), and provided further that any such transfer shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is involve a signatory under that Agreementdisposition for value.

Market Stand-Off. (a) The Employee agrees to deliver a lock-up letter in the form previously distributed to the Employee by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public OfferingHolders hereby agree that, if and to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested by the Company or the underwriters managing underwriterthe IPO of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to Affiliates or the Permitted Transferees) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters not to exceed 180 one hundred and eighty (180) days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering registration statement covering such IPO or the pricing date of such offering as may be requested by the underwriters. The foregoing provision of this Section 7.4 applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to the Registrable Securities actually sold pursuant to such registration statement, and shall thereafter terminate only be applicable to the Holders if all officers, directors and cease holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his or her sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be in force or effect and, in any event, no Employee Lockup simultaneously released to the same proportional extent. The Company shall extend beyond such require all future acquirers of the Company’s securities holding at least one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(apercent (1%) of the Registration Rights Agreement if then outstanding share capital of the Employee is Company to execute prior to a signatory under Qualified IPO a market standoff agreement containing substantially similar provisions as those contained in this Section 7.4. Notwithstanding anything provided to the contrary herein, the Company shall procure that Agreementthe market stand-off agreement or any other contractual agreement of similar nature with the underwriter not to prohibit or restrict any transfer of the Convertible Notes, the Warrants and/or the Registrable Securities by the Investor to its Permitted Transferees.

Market Stand-Off. (a) The Employee Each Shareholder agrees to deliver a lock-up letter in that, so long as it holds any voting securities of the form previously distributed to the Employee by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public OfferingCompany, to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested upon request by the Company or the underwriters managing underwriterthe initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to Affiliates permitted by Law) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters not to exceed 180 one hundred and eighty (180) days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering registration statement filed by the Company under the Securities Act and covering such public offering. The foregoing provision of this Section 11 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall thereafter terminate only be applicable to the Holders if all officers, directors and cease holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his or her sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualifying IPO a market stand-off agreement containing substantially similar provisions as those contained in force or effect andthis Section 11. Notwithstanding anything herein to the contrary, Xxxxxxx, Xxxxx & Co. and its Affiliates (other than GS) may engage in any eventbrokerage, no Employee Lockup shall extend beyond such one year period; providedinvestment advisory, howeverfinancial advisory, that this shall not affect anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the Employee's obligations under Section 2.7(a) ordinary course of the Registration Rights Agreement if the Employee is a signatory under that Agreementtheir business.

Market Stand-Off. (a) The Employee agrees to deliver a lock-up letter in the form previously distributed to the Employee by the Company in In connection with the Initial Public Offering concurrently with IPO, Holder hereby agrees that it will not, without the execution prior written consent of this Agreement. After the Initial Public Offering, to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under during the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion period commencing on the date of the final prospectus relating to the securities registered under IPO and ending on the date specified by the Company and the managing underwriter (such registration statement, each Employee agrees period not to sellexceed one hundred eighty (180) days, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time such other period reasonably as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the managing underwriterpublication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not to exceed 180 days (such periodlimited to, the "Employee Lockup"restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4); provided , or any successor provisions or amendments thereto): (a) lend, 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, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company, including without limitation shares of Common Stock issuable upon the exercise of this Warrant (“Capital Stock”) held immediately prior to the effectiveness of the registration statement for the IPO, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such agreement transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The restrictions of this Section 4.7 shall include apply only to the exceptions set forth in Section 2.7(aIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holder if all officers, directors and holders of more than one percent (1%) of the Second Amended and Restated Registration Rights Agreement outstanding Common Stock (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior after giving effect to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose conversion into Common Stock of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date all outstanding preferred stock of the Company's Initial Public Offering ) enter into similar agreements. The underwriters in connection with the IPO are intended third party beneficiaries of this Section 4.7 and shall thereafter terminate have the right, power and cease authority to enforce the provisions hereof as though they were a party hereto. Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in force the IPO that are consistent with this Section 4.8 or that are necessary to give further effect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreementthereto.

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (aor other securities) The Employee agrees to deliver a lock-up letter in the form previously distributed to the Employee by of the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public Offering, to the extent requested in writing held by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act such Holder (other than an S-8 those included in the registration) for a period specified by the representative of the underwriters of the common stock (or S-4, N-14 or successor or applicable, equivalent formsother securities) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to of the securities registered under such registration statement, each Employee agrees Company not to sell, transfer exceed one hundred eighty (180) days (or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time such other period reasonably as may be requested by the Company or the managing underwriter, not an underwriter to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one accommodate regulatory restrictions on (1) year period immediately the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), following the effective date of a registration statement of the Company's Initial Public Offering and shall thereafter terminate and cease Company filed under the Securities Act relating to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year periodthe initial public offering of shares of common stock registered under the Securities Act; provided, however, that this shall not affect all officers and directors of the Employee's obligations under Section 2.7(aCompany and stockholders of at least one percent (1%) of the Registration Rights Company’s voting securities enter into similar agreements. The Company may impose stop-transfer instructions with respect to any shares of capital stock of the Company subject to the foregoing restriction until the end of such one hundred eighty (180) day period (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). The Holder agrees that any transferee of this Warrant, or the shares of the Company’s preferred stock (or the Company’s common stock issuable upon conversion of such shares of preferred stock) issuable upon exercise of this Warrant shall be bound by this Section 13. The underwriters of the Company’s stock are intended third-party beneficiaries of this Section 13 and shall have the right, power and authority to enforce the provisions hereof as though they were parties hereto. (signature page follows) The Investor is signing this Investment Representation Statement and Market Stand-Off Agreement on the date first written above. INVESTOR (Print name of the investor) (Signature) (Name and title of signatory, if the Employee is a signatory under that Agreement.applicable) (Street address) (City, state and ZIP) EXHIBIT B ASSIGNMENT FORM ASSIGNOR: COMPANY: OTONOMY, INC. WARRANT: THE WARRANT TO PURCHASE SHARES OF PREFERRED STOCK ISSUED ON [ ] (THE “WARRANT”) DATE:

Market Stand-Off. Holder hereby agrees that it shall not 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 securities of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities of the Company held by such (a) The Employee agrees to deliver a lock-up letter other than those included in the form previously distributed registration) for a period specified by the representative of the underwriters of the Company’s common stock or other securities not to exceed one hundred eighty (180) days following the Employee effective date of any registration statement of the Company filed under the Act for the registration of Shares (or such other period as may be requested by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public Offeringor an underwriter to accommodate regulatory restrictions including, to the extent requested in writing by the Company in connection withbut not limited to, FINRA Rule 2241, if applicable, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 similar or successor provisions or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating amendments thereto). Holder hereby agrees to the securities registered under execute and deliver such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period other agreements as may be reasonably requested by the Company or the managing underwriterunderwriter that are consistent with the foregoing or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of the Company’s common stock (or other securities of the Company), Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Act. The obligations described in this Section 5.5 shall not apply to exceed 180 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 future, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the securities underlying this Warrant subject to the foregoing restriction until the end of such one hundred eighty (180) days (such or other period. Holder agrees that any permitted transferee or assignee of this Warrant or the securities underlying this Warrant shall be bound by this Section 5.5. Notwithstanding the foregoing, the "Employee Lockup"); provided that such agreement shall include the exceptions restrictions set forth in this Section 2.7(a) 5.5 shall be applicable to the Holder only if all officers and directors of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior are subject to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering and shall thereafter terminate and cease to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreementsame restrictions.

Market Stand-Off. The Holder of this Warrant hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (aor other securities) The Employee agrees to deliver a lock-up letter in the form previously distributed to the Employee by of the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public Offering, to the extent requested in writing held by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act such Holder (other than an S-8 those included in the registration) for a period specified by the representative of the underwriters of the common stock (or S-4, N-14 or successor or applicable, equivalent formsother securities) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to of the securities registered under such registration statement, each Employee agrees Company not to sell, transfer exceed one hundred eighty (180) days (or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time such other period reasonably as may be requested by the Company or the managing underwriter, not an underwriter to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one accommodate regulatory restrictions on (1) year period immediately the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), following the effective date of a registration statement of the Company's Initial Public Offering and shall thereafter terminate and cease Company filed under the Securities Act relating to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year periodthe initial public offering of shares of common stock registered under the Securities Act; provided, however, that this shall not affect all officers and directors of the Employee's obligations under Section 2.7(aCompany and stockholders of at least one percent (1%) of the Registration Rights Agreement if Company’s voting securities enter into similar agreements. The Company may impose stop-transfer instructions with respect to any shares of capital stock of the Employee is a signatory under Company subject to the foregoing restriction until the end of such one hundred eighty (180) day period (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). The Holder agrees that Agreementany transferee of this Warrant, or the shares of the Company’s preferred stock (or the Company’s common stock issuable upon conversion of such shares of preferred stock) issuable upon exercise of this Warrant shall be bound by this Section 10. The underwriters of the Company’s stock are intended third-party beneficiaries of this Section 10 and shall have the right, power and authority to enforce the provisions hereof as though they were parties hereto.

Market Stand-Off. (a) The Employee Holder hereby agrees to deliver a lock-up letter in that it will not, without the form previously distributed prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Employee initial registration by the Company of shares of its Common Stock in connection with the Initial Public Offering concurrently with IPO pursuant to a registration statement on Form S-1, and ending on the execution of this Agreement. After the Initial Public Offering, to the extent requested in writing date specified by the Company in connection with, or and the managing underwriter, if any, of, any registration statement filed under the 1933 Act underwriter (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees period not to sell, transfer exceed one hundred eighty (180) days or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time such other period reasonably as may be requested by the Company or the managing underwriter, not an underwriter to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one accommodate regulatory restrictions on (1) year period immediately following the effective date publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; 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; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder only if all officers, directors and stockholders owning one percent (1%) of more of the Company's Initial Public Offering ’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off period. The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 and shall thereafter terminate have the right, power and cease authority to enforce the provisions hereof as though they were a party hereto. Hxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in force or effect and, in any event, no Employee Lockup shall extend beyond connection with such one year period; provided, however, registration that are consistent with this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreement9.

Market Stand-Off. (a) The Employee Agreement. Each Holder agrees to deliver a lock-up letter in that it will not, without the form previously distributed to the Employee by prior written consent of the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public Offeringand, to the extent requested in writing by the Company in connection withif applicable, or the managing underwriter, during the Standoff Period: (a) lend; 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; or otherwise Transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Shares or (b) enter into any swap or other arrangement that Transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Shares or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.11 (“Market Stand-off” Agreement) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or the Transfer of any shares to any Designated Affiliate of the Holder; provided that such Designated Affiliate shall agree to be bound by the provisions of this Section 2.11 (“Market Stand-off” Agreement) with respect to future Transfers; provided further that this Section 2.11 (“Market Stand-off” Agreement) shall be applicable to each Holder and transferee only if all officers and directors of the Company and stockholders with at least a [***] ownership of the issued and outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) immediately prior to (x) in respect of a QLE Standoff Period, the Company entering into an underwriting, business combination or similar agreement in connection with a Qualified Listing Event and (y) in respect of a non-QLE Standoff Period, the Company entering into an underwriting agreement in respect of the applicable underwritten public offering, are subject to the same restrictions and the Company obtains a substantially identical agreement from all other Investors. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements. The underwriters, if any, of, any registration statement filed in connection with such Qualified Listing Event or other underwritten public offering of the Company’s Equity Securities under the 1933 Securities Act are intended third party beneficiaries of this Section 2.11 (other than an S-8 or S-4“Market Stand-off” Agreement) and shall have the right, N-14 or successor or applicablepower, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating and authority to enforce the securities registered under provisions hereof as though they were a party hereto. Each Holder further agrees to execute such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period agreements as may be reasonably requested by the Company or the managing underwriter, not underwriters in connection with such registration or other transaction that are consistent with this Section 2.11 (“Market Stand-off” Agreement) or that are necessary to exceed 180 days (such periodgive further effect thereto. In order to enforce the foregoing covenant, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior may impose stop-transfer instructions with respect to the Initial Public Offering, as amended from time to time, which includes a provision allowing Registrable Securities (and the Employee to dispose Equity Securities of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due every other Person subject to the Company. This Section 2.3 shall only remain in effect for foregoing restriction) until the one (1) year period immediately following the effective date end of the Company's Initial Public Offering and shall thereafter terminate and cease to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year restricted period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreement.

Market Stand-Off. (a) The Employee Each Party agrees to deliver a lock-up letter in that, so long as it holds any voting securities of the form previously distributed to the Employee Company, upon request by the Company in connection with underwriters managing the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public Offering, IPO and to the extent requested in writing by necessary for a successful IPO, it will not sell or otherwise transfer or dispose of any securities of the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent formsthose permitted to be included in the registration and other transfers to Affiliates permitted by law) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to without the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested by prior written consent of the Company or such underwriters, as the managing underwritercase may be, for a period of time specified by the representative of the underwriters not to exceed 180 one hundred and eighty (180) days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering registration statement covering such IPO or the pricing date of such IPO, as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 shall be subject to any exceptions that any Holder and the applicable underwriter may agree on, shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall thereafter terminate only be applicable to the Holders if all other Shareholders of the Company enter into similar agreements, and cease if the Company or any underwriter releases any other Shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a public offering a market stand-off agreement containing substantially similar provisions as those contained in force or effect and, in any event, no Employee Lockup this Section 2.12. All market stand-off agreements entered into by the Holders shall extend beyond permit such one year period; provided, however, that this Holders to transfer their Registrable Securities to their respective Affiliates so long as the transferees enter into the same market stand-off agreement. All market stand-off agreements entered into by the Holders shall not affect apply to the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreementsecurities acquired by such Holders through open market transactions.

Market Stand-Off. (a) The Employee agrees to deliver a lock-up letter in the form previously distributed to the Employee by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public Offering, to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably If requested by the Company or an --------------------------- underwriter of Common Stock (or other securities) of the managing underwriterCompany, no Holder or Key Employee Stockholder shall sell or otherwise transfer or dispose of any Registrable Securities or Key Employee Shares and any other shares of capital stock acquired prior to the date of the Company's Qualified IPO held by such Holder or Key Employee Stockholder, respectively (other than those included in the registration) during a period not to exceed 180 one hundred eighty (180) days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering Qualified IPO; provided, that (i) -------- each officer, director and holder of at least one percent (1%) of the Company's securities entitled to vote generally in the election of directors (calculated assuming full conversion of all voting securities which are convertible into Common Stock), enter into similar agreements and (ii) if the Company or any representative of the underwriters of the Qualified IPO shall thereafter terminate and provide, in its discretion, a waiver or termination of the "market stand-off" restrictions for the benefit of any of the Company's shareholders (the "Waiver Recipient"), then the "market stand-off" restriction imposed hereunder shall immediately cease to be applicable to all Holders and Key Employee Stockholders on a pro rata basis according to the number of shares subject to the waiver or termination held by the Waiver Recipient bears to the total number of shares held by all Holders and Key Employee Stockholders. The obligations described in force this Section 1.12 shall apply only to the Qualified IPO. The Company may impose stop-transfer instructions with respect to the shares (or effect and, in any event, no Employee Lockup shall extend beyond securities) subject to the foregoing restriction until the end of such one year hundred eighty (180) day period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreement.

Market Stand-Off. (a) The Employee Each of the Holders agrees to deliver a lock-up letter in that, so long as it holds any voting securities of the form previously distributed to the Employee by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public OfferingCompany, to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested upon request by the Company or the underwriters managing underwriterthe initial public offering of the Company’s securities, it will not (i) lend, offer, pledge, sell, contract to exceed sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares (whether such shares or any such securities are then owned by the Holders or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or other securities, in cash or otherwise, for such period of time not exceeding 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The foregoing provision shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement or any offering after the initial public offering, and shall thereafter terminate only be applicable to the Holders if all officers, directors and cease to be in force holders of one percent (1%) or effect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) more of the Registration Rights Agreement Company’s outstanding share capital enter into similar agreements, and if the Employee is Company or any underwriter releases any officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute a signatory under that Agreementmarket stand-off agreement containing substantially similar provisions as those contained in this Section 6.6. In order to enforce the foregoing covenant by the Holders set forth in this Section 6.6, the Company may impose stop-transfer instructions with respect to the shares or securities of every person subject to the foregoing restriction until the end of such period.

Market Stand-Off. (a) The Employee agrees to deliver a lock-up letter in the form previously distributed to the Employee by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After Holder hereby agrees that it will not, without the Initial Public Offering, to the extent requested in writing by the Company in connection with, or prior written consent of the managing underwriter, if anyduring the Market Stand-Off Period (as hereinafter defined), of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent formsi) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not lend; 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; or otherwise transfer or otherwise dispose of, including directly or indirectly, any shares of the Company’s common stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for the Company’s common stock held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Company’s common stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 5.12 shall apply only to the IPO (as hereinafter defined), shall not apply to the sale of any shares to an underwriter pursuant to Rule 144 under an underwriting agreement, and shall be applicable to Holder only if all officers, directors and stockholders individually owning more than one percent (1%) of the 1933 ActCompany’s outstanding common stock (after giving effect to conversion into common stock of all of the Company’s outstanding preferred stock) are bound by restrictions that are not less restrictive. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 5.12 and shall have the right, any Shares during power, and authority to enforce the time period provisions hereof as though they were a party hereto. Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 5.12 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to Holder and all other holders of the Shares (or, if applicable, the common stock or other securities of the Company into which such Shares are convertible) subject to such agreements, based on the number of shares subject to such agreements. For purposes of this Section 5.12; (a) “Market Stand-Off Period” means the period of time commencing on the date of the final prospectus relating to the IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, not to exceed 180 the extent required by any NASD rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (such 15) days of the expiration of the 180-day lockup period, the "Employee Lockup"); provided that such agreement shall include and (b) “IPO” means the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain Company’s first underwritten public offering of its stockholders to be entered into prior to common stock under the Initial Public OfferingSecurities Act of 1933, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering and shall thereafter terminate and cease to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreementamended.

Market Stand-Off. (a) The Employee Agreement. Each Holder hereby agrees to deliver a lock-up letter in that, --------------------------- during the form previously distributed to the Employee period of duration specified by the Company in connection with the Initial Public Offering concurrently with the execution and an underwriter of this Agreement. After the Initial Public Offering, to the extent requested in writing by the Company in connection with, Common Stock or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested by the Company or the managing underwriter, not to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public OfferingCompany, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering first registration statement of the Company filed under the Securities Act to effect an IPO (up to, but not exceeding, one hundred twenty (120) days), it shall not, to the extent requested by the Company and shall thereafter terminate and cease such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities of the Company held by it at any time during such period except Common Stock included in force or effect and, in any event, no Employee Lockup shall extend beyond such one year periodregistration; provided, however, that this shall not affect (i) -------- ------- the Employee's obligations under Section 2.7(adirectors and officers of the Company and holders of at least one percent (1%) of the Registration Rights Company's securities agree to the Market Stand Off; and (ii) such Market Stand Off Agreement shall provide that any discretionary waiver or termination of the restrictions of such agreements by the Company or representatives of the underwriter shall apply to all persons subject to such agreements pro-rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period, and each Holder agrees that, if so requested, such Holder will execute an agreement in the Employee is form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 1.14. Notwithstanding the foregoing, the obligations described in this Section 1.14 shall not apply to a signatory under that Agreementregistration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the future.

Market Stand-Off. (a) The Employee Each Shareholder agrees to deliver a lock-up letter in that, so long as it holds any voting securities of the form previously distributed to the Employee by the Company in connection with the Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public OfferingCompany, to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested upon request by the Company or the underwriters managing underwriterthe initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to Affiliates permitted by law) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters not to exceed 180 one hundred and eighty (180) days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1) year period immediately following the effective date of the Company's Initial Public Offering registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The foregoing provision of this Section 11 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall thereafter terminate only be applicable to the Holders if all officers, directors and cease holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his or her sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be in force or effect and, in any event, no Employee Lockup simultaneously released to the same proportional extent. The Company shall extend beyond such require all future acquirers of the Company’s securities holding at least one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(apercent (1%) of the Registration Rights Agreement if then outstanding share capital of the Employee is Company to execute prior to a signatory under Qualified IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 11. Subject to the relevant provisions and restrictions in the applicable laws and regulations, the Company and the Founders hereby covenant that Agreementthey will take all necessary actions to shorten the period of market stand-off with respect to the Registrable Securities.

Market Stand-Off. (a) The Employee Each Class A Preferred Member agrees to deliver a lock-up letter that, in the form previously distributed to event of a Conversion, the Employee by the Company in connection with the Initial Public Offering concurrently with the execution holder of this Agreement. After the Initial Public Offeringsuch converted shares of Textura shall not offer for sale, to the extent requested in writing by the Company in connection withsell, or the managing underwriter, if any, make any short sale of, loan, grant any registration statement filed under option for the 1933 Act (other than an S-8 or S-4purchase of, N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under securities (issued or unissued) other than those registered and included in the 1933 Act, any Shares during the time period reasonably requested by the Company or the managing underwriter, not to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from whether in a transaction that would require registration under the Securities Act or otherwise, until the expiration of a period of time to time, which includes a provision allowing (the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (1“Market Stand-Off Period”) year period immediately following after the effective date of the Company's Initial Public Offering registration statement agreed upon by Textura and shall thereafter terminate and cease to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year periodthe underwriter; provided, however, that this the Market Stand-Off Period shall not affect exceed 120 days from the Employee's obligations under Section 2.7(a) effective date of the Registration Rights Agreement registration statement (180 days with respect to an initial public offering of shares by the Company). Each holder of converted shares further agrees to execute and deliver a customary lock-up agreement consistent with the foregoing and such other documents as are reasonable and customary in connection with an underwritten public offering, including, without limitation, an NASD questionnaire, if requested to do so by Textura or by the Employee underwriters managing the underwritten offering. Notwithstanding any of the foregoing, Textura agrees that in the event of a Public Offering, Textura shall give prompt written notice to each Class A Preferred Member of its intention to effect such a Public Offering and if, in consultation with the managing underwriters for the Public Offering, Textura determines to include in such Public Offering shares of Common Stock to be sold by selling stockholders of Textura, then each Class A Preferred Member shall have the right to participate in such Public Offering as a selling stockholder upon conversion of its Class A Preferred Units into Common Stock in accordance with this Section 14.1, with the amount of the total shares determined by Textura to be allocated to the selling stockholders in the Public Offering allocated among all selling stockholders on a pro rata basis based upon of the number of shares owned by each such selling stockholder relative to the total number of shares owned by all selling stockholders, provided, however, if any Class A Preferred Member wishing to participate in a Public Offering is also a signatory member of Textura’s management, such Class A Preferred Member’s right to participate as a selling stockholder under that Agreementthis Section 14.1(g) shall be limited by, and subject to, such limitations as are imposed on Textura’s management as a group.

Market Stand-Off. (a) The Employee agrees to deliver a lock-up letter in the form previously distributed to the Employee Each Investor agrees, that if requested by the Company and an underwriter in connection with the Initial Public Offering concurrently with the execution any public offering of this Agreement. After the Initial Public Offering, to the extent requested in writing by the Company in connection with, of Common Stock or any other equity securities of the managing underwriter, if any, of, any Company under the Securities Act on a registration statement filed under the 1933 Act (other than an S-8 on Form S-1 or S-4Form S-3, N-14 not to directly or successor or applicableindirectly offer, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statementsell, each Employee agrees not contract to sell, transfer sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose ofof or transfer any securities of the Company held by it for such period, including not to exceed one hundred eighty (180) days (plus any sale pursuant to Rule 144 under the 1933 Act, any Shares during the additional period of time period reasonably as may be requested by the Company or the managing underwriter, not to exceed 180 days (such period, the "Employee Lockup"); provided that such agreement shall include the exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect underwriter for the one (1purpose of complying with FINRA Rule 2711(f)(4) year period immediately or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) following the effective date of the relevant registration statement filed under the Securities Act in connection with the Company's Initial Public Offering ’s first underwritten public offering of Common Stock pursuant to an offering registered under the Securities Act on Form S-l (or any comparable successor forms) or any other public offering of equity securities of the Company registered under the Securities Act on Form S-1 or Form S-3, as such underwriter shall specify reasonably and shall thereafter terminate and cease to be in force or effect and, in any event, no Employee Lockup shall extend beyond such one year periodgood faith; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) all officers and directors of the Registration Rights Agreement if Company and all 1% or greater stockholders of the Employee is Company enter into similar agreements; provided, further, however, that in the event the Company or such underwriter, as applicable, releases any securities of the Company from the restrictions set forth in this Section 12, such release shall be made on a signatory under that Agreementpro rata basis (based upon the aggregate number of Registrable Securities held by the holders subject to the restrictions set forth in this Section 12).