Common use of Market Stand-Off Clause in Contracts

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade), each Holder given the opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securities, except in the event the Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block TradeTrade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder given that is (a) an executive officer, (b) a director or (c) Holder in excess of five percent (5%) of the opportunity outstanding Ordinary Shares (and for which it is customary for such a Holder to participate in the Underwritten Offering pursuant agree to the terms of this Agreement a lock-up) agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day seven (7) days prior (to the extent notice of an Underwritten Offering has been provided) to and the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesoffering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders). Notwithstanding the foregoing, with respect to an Underwritten Offering, a Holder shall not be subject to this Clause 2.2 with respect to an Underwritten Offering unless each shareholder of the Company that (together with their Affiliates) hold at least 5% of the issued and outstanding Ordinary Shares and each of the Company's directors and executive officers have agreed to a lock-up on terms at least as restrictive with respect to such Underwritten Offering as requested of the Holders. A Holder's obligations under the second sentence of this Clause 2.2 shall only apply for so long as such Holder (together with its Affiliates) holds at least 5% of the issued and outstanding Ordinary Shares.

Market Stand-Off. In All Holders agree that any Registrable Securities owned by them may be subject to a customary “lock-up” restricting sales, pledges or other dispositions for up to ninety (90) days from the date of the final prospectus used in connection with any Underwritten Offering underwritten offering pursuant to Section 2 above by the Company in which the Company complied with Section 2.2, and each Holder hereby makes, constitutes and appoints the Company and each of equity its officers, acting alone, with full power of substitution and resubstitution, its true and lawful attorney, for it and in its name, place and stead and for its use and benefit, to enter into and execute customary “lock-up” agreements with respect to all Ordinary Shares or securities convertible into, or exercisable for, Ordinary Shares (with such officers being empowered to determine the customary nature of such lockup), 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 managing underwriter(s) in such registration; provided that such obligation shall only apply where all officers, directors and other one percent (1%) shareholders of the Company (other than a Block Trade), each Holder given party hereto are similarly bound. The foregoing provisions of this Section 2.11 shall not apply to the opportunity sale of any shares to participate in the Underwritten Offering an underwriter pursuant to the terms of this Agreement agrees that it shall not Transfer an underwriting agreement in connection with such offering or any Ordinary Shares or other equity securities shares of the Company (other than those included acquired in such offering pursuant or acquired in open market transactions after such offering. To the extent it is subject to this Agreement)a “lock-up” agreement in connection therewith, without Fidelity (as defined in Schedule 1) will be entitled to identical waivers to the prior written consent lock-up, if any, granted by the underwriters of such offering to any other shareholder of the Company, during the 90-day period beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securities, except in the event the Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent subject to the early release power of attorney set forth above (but will be subject to the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering. Each such Holder agrees requirement to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holdersset forth herein).

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade), each Holder given the opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securities, except in the event the Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade) or any Company-initiated Registration for the account of the Company (subject to the Company’s compliance with Section 2.2 hereof), each Holder given that is an executive officer, director or Holder in excess of 5% of the opportunity to participate then-outstanding Class A ordinary shares (calculated, in the Underwritten Offering pursuant to the terms case of this Agreement each New Holder, as if all of its Class C ordinary shares and Retained Company Shares are exchanged for Class A ordinary shares) agrees that it shall not Transfer any Ordinary Shares Class A ordinary shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering or such shorter period during which (the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securities“Underwritten Lock-up Period”), except as expressly permitted by such lock-up agreement or in the event the Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate consent in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offeringwriting. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such the Company’s directors and executive officers or the other stockholders of the Company). The Company will not be obligated to undertake an Underwritten Shelf Takedown during any Underwritten Lock-up Period binding on the Holders), nor will the Company be obligated to include in any Piggyback Registration any Registrable Securities that are then subject to a “lock-up” agreement.

Market Stand-Off. In connection The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise 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 Underwritten Offering of equity securities common stock (or other securities) of the Company (other than a Block Trade), each held by the Holder given the opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the IPO (or such offering pursuant other period as may be requested by the Company or an underwriter to this Agreementaccommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), without the prior written consent of the Company, during the 90or any successor provisions or amendments thereto). The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-day period beginning on the date of pricing of such offering I or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares Form S-8 or other equity securities, except similar forms that may be promulgated in the event the Underwriters managing the offering otherwise agree by written consent; provided future, or a registration relating solely to a transaction on Form S-4 or similar forms that (a) if any Holder elects to participate may be promulgated in the Underwritten Offering future. The Company may impose stop-transfer instructions and none of such Holder’s Registrable Securities are included may stamp each certificate with a legend as substantially set forth in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 5(e) with respect to such Underwritten Offering and the shares of common stock (bor other securities) if the Underwriters managing an Underwritten Offering consent subject to the early release foregoing restriction until the end of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offeringone hundred eighty (180) day (or other) period. Each such The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary lock-up agreement form consistent with the provisions of this section. Holder's agreements in favor this Section 4.7 shall be effective only if all directors and officer of the Underwriters to such effect Company, and all holders of one percent (in each case 1%) or more of the Company's issued and outstanding common stock calculated on a fully-diluted, as-converted, as-exercised basis, are then bound by substantially similar written agreements with the same terms and conditions as all such Holders)Company.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block TradeTrade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder given that is (a) an executive officer, (b) a director or (c) Holder in excess of five percent (5%) of the opportunity outstanding Common Stock (and for which it is customary for such a Holder to participate in the Underwritten Offering pursuant agree to the terms of this Agreement a lock-up) agrees that it shall not Transfer any Ordinary Shares shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesoffering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders). The provisions of this Section 2.3 shall only be applicable to a Holder if all officers, directors and greater than five percent stockholders of the Company enter into similar agreements. If any provision in this Section 2.3 is waived or terminated with respect to any of the securities of any such officer, director or greater than five percent stockholder (in any such case of waiver or termination, such securities being the “Released Securities”), the restrictive provisions contemplated by this Section 2.3 shall be waived or terminated, as applicable, to the same extent with respect to the same percentage of securities of each Holder as the percentage the Released Securities represent with respect to the securities held by the applicable officer, director or greater than five percent stockholder.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of addition to the Company (other than a Block Trade)restrictions set forth in Section 6.1 above, each Holder given agrees, in connection with the opportunity to participate in the Underwritten Offering registration pursuant to the terms Section 2 of this Agreement agrees that it shall of any of such Holder’s Registrable Securities in an underwritten public offering, upon request of the Issuer or the underwriters managing such underwritten offering of the Issuer’s securities, not Transfer to (a) lend, offer, pledge, sell, contract to sell, sell any Ordinary Shares 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 Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (excluding the Registrable Securities covered by such Registration Statement) or (b) enter into any swap or other equity securities arrangement that transfers to another, in whole or in part, any of the Company economic consequences of ownership of the Common Stock (excluding the Registrable Securities covered by such Registration Statement), whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other than those included securities, in such offering pursuant to this Agreement)cash or otherwise, without the prior written consent of the CompanyIssuer or such underwriters, during as the 90-day case may be, for such period beginning on of time (not to exceed 90 days) from the effective date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securities, except in the event the Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company Registration Statement relating to such Underwritten Offeringunderwritten public offering as the Issuer or the underwriters may specify; provided, however, that the terms foregoing lock-up provision shall only be applicable to such Holder if all executive officers and directors of the Issuer enter into similar agreements. The underwriters in connection with any underwritten offering are intended third party beneficiaries of this Section 2.3 6.2 and shall be deemed released with respect have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Holders agree that the Issuer may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of this Section 6.2 until the end of such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)period.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block TradeTrade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder given that is an executive officer, director or Holder in excess of five percent (5 %) of the opportunity outstanding Common Stock (and for which it is customary for such a Holder to participate in the Underwritten Offering pursuant agree to the terms of this Agreement a lock-up) agrees that it shall not Transfer any Ordinary Shares shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90forty-day five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesoffering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects provided, however, with respect to participate in the first Underwritten Offering and none following the Original Issue Date, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of such Holder’s Registrable Securities are included in a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such Holder lock-up restrictions shall be for the number of days such managing Underwriters so advise, not be bound by this Section 2.3 with respect to such Underwritten Offering and exceed a period of ninety (b90) if days from the Underwriters managing an Underwritten Offering consent to the early release date of the Company’s lockup pricing of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block TradeTrade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder given that is (a) an executive officer, (b) a director or (c) Holder in excess of five percent (5%) of the opportunity outstanding Ordinary Shares (and for which it is customary for such a Holder to participate in the Underwritten Offering pursuant agree to the terms of this Agreement a lock-up) agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesoffering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders). The provisions of this Section 2.3 shall only be applicable to a Holder if all officers, directors and greater than five percent stockholders of the Company enter into similar agreements. If any provision in this Section 2.3 is waived or terminated with respect to any of the securities of any such officer, director or greater than five percent stockholder (in any such case of waiver or termination, such securities being the “Released Securities”), the restrictive provisions contemplated by this Section 2.3 shall be waived or terminated, as applicable, to the same extent with respect to the same percentage of securities of each Holder as the percentage the Released Securities represent with respect to the securities held by the applicable officer, director or greater than five percent stockholder.

Market Stand-Off. In connection The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise 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 Underwritten Offering of equity securities common stock (or other securities) of the Company (other than a Block Trade), each held by the Holder given the opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of the registration statement for the IPO (or such offering pursuant other period as may be requested by the Company or an underwriter to this Agreementaccommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), without the prior written consent of the Company, during the 90or any successor provisions or amendments thereto). The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-day period beginning on the date of pricing of such offering l or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares Form S-8 or other equity securities, except similar forms that may be promulgated in the event the Underwriters managing the offering otherwise agree by written consent; provided future, or a registration relating solely to a transaction on Form S-4 or similar forms that (a) if any Holder elects to participate may be promulgated in the Underwritten Offering future. The Company may impose stop-transfer instructions and none of such Holder’s Registrable Securities are included may stamp each certificate with a legend as substantially set forth in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 5(e) with respect to such Underwritten Offering and the shares of common stock (bor other securities) if the Underwriters managing an Underwritten Offering consent subject to the early release foregoing restriction until the end of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offeringone hundred eighty (180) day (or other) period. Each such The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary lock-up agreement form consistent with the provisions of this section. Holder's agreements in favor this Section 4.7 shall be effective only if all directors and officer of the Underwriters to such effect Company, and all holders of one percent (in each case 1%) or more of the Company's issued and outstanding common stock calculated on a fully-diluted, as-converted, as-exercised basis, are then bound by substantially similar written agreements with the same terms and conditions as all such Holders)Company.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade)Company, each if requested by the managing Underwriters, any Holder given the opportunity to participate participating in the such Underwritten Offering pursuant to the terms of this Agreement agrees that it shall not Transfer any Ordinary Common Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety (90-) day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesoffering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters managing the offering otherwise agree by written consent; provided provided, that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then each such Holder shall not be bound sign a lock-up agreement that contains restrictions that are no more restrictive than the restrictions contained in the lock-up agreements executed by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release any other Holder of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to Registrable Securities participating in such Underwritten Offering. Each such participating Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders). Notwithstanding anything to the contrary contained in this Section 2.3, each Holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 2.3 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or participating Holder.

Market Stand-Off. In connection with any Underwritten Offering underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s Initial Public Offering, the Participant hereby agrees, at the request of the Company or the managing underwriters, to be bound by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of such public offering restricting such Participant’s right to (a) Transfer, directly or indirectly, any Shares acquired under this Agreement or any securities convertible into or exercisable or exchangeable for such Shares or (b) enter into any swap or other than a Block Trade)arrangement that transfers to another any of the economic consequences of ownership of Shares acquired under this Agreement, in each Holder given case to the opportunity extent that such restrictions are agreed to participate by the Majority Principal Investors (as defined in the Underwritten Offering pursuant Stockholders Agreement) (or a majority of the shares of Class A Stock if there are no Principal Investors remaining) with the underwriter(s) of such public offering (the “Principal Lock-Up Agreement”); provided, however, that the Participant shall not be required by this SECTION 7(d) to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Initial Public Offering) following the effectiveness of the related registration statement. Notwithstanding the foregoing, such lock-up agreement shall not apply to: (a) Transfers to Permitted Transferees of the Participant permitted in accordance with the terms of this Agreement agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securities, except in the event the Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if conversions of Shares into other classes of Shares or securities without change of Participant and (c) during the Underwriters managing an Underwritten Offering consent to period preceding the early release execution of the Company’s lockup underwriting agreement, Transfers to a charitable organization, described by Section 501(c)(3) of the equity securities of the Company relating to such Underwritten OfferingCode, permitted in accordance with the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)Stockholders Agreement.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block TradeTrade or Other Coordinated Offering), each Holder given the an opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees that it shall not Transfer any Ordinary Shares shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety (90-) day period beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesCommon Stock, except in the event the Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then each such Holder shall not only be bound by subject to the restriction set forth in this Section 2.3 with respect if the directors and officers of the Company are subject to a lock-up obligation to the Underwriters managing the offering and the length of such lock-up for such Holder shall be no longer than the shortest lock-up of any such directors and officers; provided, further, that if the Company or the underwriters of such Underwritten Offering and (b) if waive or shorten the Underwriters managing an Underwritten Offering consent to the early release lock-up period for any of the Company’s lockup of the equity securities of the Company relating officers, directors or Holders, then (i) all Holders subject to such Underwritten Offeringlock-up shall receive notice of such waiver or modification no later than two (2) business days following such waiver or modification, the terms of this Section 2.3 shall and (ii) such lock-up will be deemed released with respect to similarly waived pro rata or shortened for each such Underwritten OfferingHolder. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders). Section 2.4.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block TradeTrade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder given that is (a) an executive officer, (b) a director or (c) Holder in excess of five percent (5%) of the opportunity outstanding Ordinary Shares (and for which it is customary for such a Holder to participate in the Underwritten Offering pursuant agree to the terms of this Agreement a lock-up) agrees that it shall not Transfer transfer any Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesoffering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders). The provisions of this Section 2.3 shall only be applicable to a Holder if all officers, directors and greater than five percent stockholders of the Company enter into similar agreements. If any provision in this Section 2.3 is waived or terminated with respect to any of the securities of any such officer, director or greater than five percent shareholder (in any such case of waiver or termination, such securities being the “Released Securities”), the restrictive provisions contemplated by this Section 2.3 shall be waived or terminated, as applicable, to the same extent with respect to the same percentage of securities of each Holder as the percentage the Released Securities represent with respect to the securities held by the applicable officer, director or greater than five percent shareholder.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade), if requested by the managing Underwriters, each Holder given that is (a) an executive officer of the opportunity Company, (b) a director of the Company or (c) Holder in excess of three percent (3%) of the outstanding Ordinary Shares (and for which it is customary for such a Holder to participate in the Underwritten Offering pursuant agree to the terms of this Agreement a lock-up) agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesoffering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders). The provisions of this Section 2.3 shall only be applicable to a Holder if all officers, directors and Holders of greater than three percent of the outstanding Ordinary Shares of the Company enter into similar agreements. If any provision in this Section 2.3 is waived or terminated with respect to any of the securities of any such officer, director or greater than three percent stockholder (in any such case of waiver or termination, such securities being the “Released Securities”), the restrictive provisions contemplated by this Section 2.3 shall be waived or terminated, as applicable, to the same extent with respect to the same percentage of securities of each Holder as the percentage the Released Securities represent with respect to the securities held by the applicable officer, director or greater than three percent stockholder.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade) or any Company-initiated Registration for the account of the Company (subject to the Company’s compliance with Section 2.2 hereof), each Holder given that is an executive officer, director or Holder in excess of 5% of the opportunity to participate then-outstanding Class A ordinary shares (calculated, in the Underwritten Offering pursuant to the terms case of this Agreement each New Holder, as if all of its Class B ordinary shares and Retained Company Shares are exchanged for Class A ordinary shares) agrees that it shall not Transfer any Ordinary Shares Class A ordinary shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering or such shorter period during which (the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securities“Underwritten Lock-up Period”), except as expressly permitted by such lock-up agreement or in the event the Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate consent in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offeringwriting. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such the Company’s directors and executive officers or the other shareholders of the Company). The Company will not be obligated to undertake an Underwritten Shelf Takedown during any Underwritten Lock-up Period binding on the Holders), nor will the Company be obligated to include in any Piggyback Registration any Registrable Securities that are then subject to a “lock-up” agreement.

Market Stand-Off. In connection with Each Shareholder agrees that, so long as it holds any Underwritten Offering of equity voting securities of the Company, upon request by the Company (other than a Block Trade)or the underwriters managing the initial public offering of the Company’s securities, each Holder given it will not sell or otherwise transfer or dispose of an interest in any shares of the opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company (other than those permitted to be included in such offering pursuant the registration and other transfers to this Agreement), Affiliates permitted by law) without the prior written consent of the CompanyCompany or such underwriters, during as the 90-day case may be, for a period beginning on of time specified by the representative of the underwriters not to 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 or such shorter period during which as may be requested by the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securities, except in the event the Underwriters managing the offering otherwise agree by written consentunderwriters; provided that (a) if any Holder elects to participate in the Underwritten Offering and none forgoing provisions of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder this Section shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent apply to the early release sale of the Company’s lockup of the equity any securities of the Company relating to an underwriter pursuant to any underwriting agreement, and 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 Ordinary Share basis) must be bound by restrictions at least as restrictive as those applicable to any such Underwritten OfferingHolder pursuant to this Section, (b) this Section shall not apply to a Holder in whole or in part to the extent that any other Person subject to substantially similar restrictions is released in whole or in part, and (c) to the extent not otherwise objected by the underwriters, the terms of this Section 2.3 lockup agreements shall be deemed released with respect permit a Holder to such Underwritten Offeringtransfer its Registrable Securities to its Affiliates so long as the transferees enter into the same lockup agreement. Each such Holder agrees The Investors agree to execute and deliver to the underwriters a customary lock-up agreement in favor of the Underwriters to such effect (in each case on containing substantially the same similar terms and conditions as all those contained herein. In order to enforce the foregoing covenant, the Company may place restrictive legends on the certificates and impose stop-transfer instructions with respect to the Registrable Securities of each shareholder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such Holders).period. Fifth Amended and Restated Shareholders’ Agreement SCHEDULE I-A-1 List of Founder SCHEDULE I-A-2 List of Holding Entities SCHEDULE I-B Part I: List of Management Shareholders Part II: YIN Dong and SI Peijing SCHEDULE I-C List of A Round Financing Investors SCHEDULE I-D List of A+ Round Financing Investors SCHEDULE I-E List of B Round Financing Investors SCHEDULE I-F List of C Round Financing Investors SCHEDULE I-G List of C+ Round Financing Investors SCHEDULE II Notices EXHIBIT A ADHERENCE AGREEMENT This Adherence Agreement (“Adherence Agreement”) is executed by the undersigned (the “Transferee”) pursuant to the terms of that certain Fifth Amended and Restated Shareholders Agreement dated as of January 10, 2020 (the “Agreement”) by and among Burning Rock Biotech Limited, a Cayman Islands exempted company (the “Company”) and certain of its shareholders and certain other parties named thereto, and in consideration of the Shares acquired by the Transferee thereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adherence Agreement, the Transferee agrees as follows:

Market Stand-Off. In connection with Each Shareholder agrees that, so long as it holds any Underwritten Offering of equity voting securities of the Company, upon request by the Company (other than a Block Trade)or the underwriters managing the initial public offering of the Company’s securities, each Holder given it will not sell or otherwise transfer or dispose of an interest in any shares of the opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company (other than those permitted to be included in such offering pursuant the registration and other transfers to this Agreement), Affiliates permitted by law) without the prior written consent of the CompanyCompany or such underwriters, during as the 90-day case may be, for a period beginning on of time specified by the representative of the underwriters not to 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 or such shorter period during which as may be requested by the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securities, except in the event the Underwriters managing the offering otherwise agree by written consentunderwriters; provided that (a) if any Holder elects to participate in the Underwritten Offering and none forgoing provisions of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder this Section shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent apply to the early release sale of the Company’s lockup of the equity any securities of the Company relating to an underwriter pursuant to any underwriting agreement, and 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 Ordinary Share basis) must be bound by restrictions at least as restrictive as those applicable to any such Underwritten OfferingHolder pursuant to this Section, (b) this Section shall not apply to a Holder in whole or in part to the extent that any other Person subject to substantially similar restrictions is released in whole or in part, and (c) to the extent not otherwise objected by the underwriters, the terms of this Section 2.3 lockup agreements shall be deemed released with respect permit a Holder to such Underwritten Offeringtransfer its Registrable Securities to its Affiliates so long as the transferees enter into the same lockup agreement. Each such Holder agrees The Investors agree to execute and deliver to the underwriters a customary lock-up agreement in favor of the Underwriters to such effect (in each case on containing substantially the same similar terms and conditions as all those contained herein. In order to enforce the foregoing covenant, the Company may place restrictive legends on the certificates and impose stop-transfer instructions with respect to the Registrable Securities of each shareholder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such Holders).period. Fifth Amended and Restated Shareholders’ Agreement SCHEDULE I-A-1 List of Founder Founder PRC ID Card/Passport Number XXX Xxxxxxx (汉雨生) 460100197806106115 Fifth Amended and Restated Shareholders’ Agreement SCHEDULE I SCHEDULE I-A-2 List of Holding Entities

Market Stand-Off. In connection with Each Shareholder agrees that, so long as it holds any Underwritten Offering of equity voting securities of the Company, upon request by the Company (other than a Block Trade)or the underwriters managing the initial public offering of the Company’s securities, each Holder given it will not sell or otherwise transfer or dispose of an interest in any shares of the opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company (other than those permitted to be included in such offering pursuant the registration and other transfers to this Agreement), Affiliates permitted by law) without the prior written consent of the CompanyCompany or such underwriters, during as the 90-day case may be, for a period beginning on of time specified by the representative of the underwriters not to 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 or such shorter period during which as may be requested by the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securities, except in the event the Underwriters managing the offering otherwise agree by written consentunderwriters; provided that (a) if any Holder elects to participate in the Underwritten Offering and none forgoing provisions of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder this Section shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent apply to the early release sale of the Company’s lockup of the equity any securities of the Company relating to an underwriter pursuant to any underwriting agreement, and 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 Ordinary Share basis) must be bound by restrictions at least as restrictive as those applicable to any such Underwritten OfferingHolder pursuant to this Section, (b) this Section shall not apply to a Holder in whole or in part to the extent that any other Person subject to substantially similar restrictions is released in whole or in part, and (c) to the extent not otherwise objected by the underwriters, the terms of this Section 2.3 lockup agreements shall be deemed released with respect permit a Holder to such Underwritten Offeringtransfer its Registrable Securities to its Affiliates so long as the transferees enter into the same lockup agreement. Each such Holder agrees The Investors agree to execute and deliver to the underwriters a customary lock-up agreement in favor of the Underwriters to such effect (in each case on containing substantially the same similar terms and conditions as all those contained herein. In order to enforce the foregoing covenant, the Company may place restrictive legends on the certificates and impose stop-transfer instructions with respect to the Registrable Securities of each shareholder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such Holdersperiod. SCHEDULE I-A List of Founder Founder PRC ID Card/Passport Number XXX Xxxxxxx (汉雨生) *** SCHEDULE I-B Part I: List of Management Shareholders Management Shareholder PRC ID Card/Passport Number XXXX Xxxxx (邵量) *** XXXX Xxx (周丹) *** CHUAI Shaokun (揣少坤) *** XX Xxxxxxx (吴志刚) *** Part II: Shareholder PRC ID Card/Passport Number YIN Dong (尹东) *** SI Peijing (斯佩静) *** SCHEDULE I-C List of A Round Financing Investors Investor Number of Series A Preferred Shares Percentage after the Closing (on fully-diluted basis) Northern Light Venture Capital III, Ltd. 27,285,130 15.526 % Crest Top Developments Limited 8,321,965 4.735 % BRT Bio Tech Limited 9,822,646 5.589 % Total 45,429,741 25.851 % SCHEDULE I-D List of A+ Round Financing Investors Investor Number of Series A+ Preferred Shares Percentage after the Closing (on fully-diluted basis) LYFE Capital Stone (Hong Kong) Limited 7,301,587 4.155 % SCC Venture V Holdco I, Ltd. 5,555,556 3.161 % Crest Top Developments Limited 1,746,032 0.994 % Anssence Investments Limited 634,921 0.361 % BRT Bio Tech Limited 5,941,240 3.381 % Total 21,179,336 12.052 % SCHEDULE I-E List of B Round Financing Investors Investor Number of Series B Preferred Shares Percentage after the Closing (on fully-diluted basis) SCC Venture VI Holdco, Ltd. 8,077,148 4.596 % SCC Venture V Holdco I, Ltd. 1,595,448 0.908 % LYFE Capital Stone (Hong Kong) Limited 5,897,359 3.356 % Crest Top Developments Limited 574,361 0.327 % Anssence Investments Limited 59,450 0.034 % EverGreen SeriesC Limited Partnership 8,991,900 5.117 % BRT Bio Tech Limited 341,765 0.194 % Total 25,537,431 14.532 % SCHEDULE I-F List of C Round Financing Investors Investor Number of Series C Preferred Shares Percentage after the Closing (on fully-diluted basis) Owap Investment Pte Ltd 8,519,600 4.848 % Owap Investment Pte Ltd (assuming the GIC Warrant has been exercised) 2,129,900 1.212 % EverGreen SeriesC Limited Partnership 4,066,970 2.314 % CMBI Private Equity Series SPC on behalf of and for the account of Biotechnology Fund IV SP 2,129,900 1.212 % LAV Biosciences Fund V, L.P. 3,194,850 1.818 % SCC Venture VI Holdco, Ltd. 638,970 0.364 % LYFE Capital Stone (Hong Kong) Limited 532,475 0.303 % LYFE Mount Whitney Limited 3,194,850 1.818 % A5J Ltd 532,475 0.303 % Unique Invest Co., Ltd 212,990 0.121 % BRT Bio Tech Limited 1,521,538 0.866 % Total 26,674,518 15.179 % SCHEDULE II Notices If to the Group Companies: Address: Guangzhou International Xxxxxxxxxx Xxxxxx Xxx Xxxx Xxxx Road No.7 Standard Industry Unit 2, Building 3, F 6, 601 (广州市国际生物岛螺旋四路7号标准产业单元二期 3栋六层601单元)., 510300 Tel: *** Attention: XXX Xxxxxxx If to the Founder/Holding Entity: XXX Xxxxxxx (汉雨生) Address: Guangzhou International Xxxxxxxxxx Xxxxxx Xxx Xxxx Xxxx Road No.7 Standard Industry Unit 2, Building 3, F 6, 601 (广州市国际生物岛螺旋四路7号标准产业单元二期 3栋六层601单元), 510300 Tel: *** Attention: XXX Xxxxxxx If to the Management Shareholders: XXXX Xxxxx (邵量) Address: Guangzhou International Xxxxxxxxxx Xxxxxx Xxx Xxxx Xxxx Road No.7 Standard Industry Unit 2, Building 3, F 6, 601 (广州市国际生物岛螺旋四路7号标准产业单元二期 3栋六层601单元), 510300 Tel: *** Attention: XXX Xxxxxxx XXXX Xxx (周丹) Address: Guangzhou International Xxxxxxxxxx Xxxxxx Xxx Xxxx Xxxx Road No.7 Standard Industry Unit 2, Building 3, F 6, 601 (广州市国际生物岛螺旋四路7号标准产业单元二期 3栋六层601单元), 510300 Tel: *** Attention: XXX Xxxxxxx CHUAI Shaokun (揣少坤) Address: Guangzhou International Xxxxxxxxxx Xxxxxx Xxx Xxxx Xxxx Road No.7 Standard Industry Unit 2, Building 3, F 6, 601 (广州市国际生物岛螺旋四路7号标准产业单元二期 3栋六层601单元), 510300 Tel: *** Attention: XXX Xxxxxxx XX Xxxxxxx (吴志刚) Address: Guangzhou International Xxxxxxxxxx Xxxxxx Xxx Xxxx Xxxx Road No.7 Standard Industry Unit 2, Building 3, F 6, 601 (广州市国际生物岛螺旋四路7号标准产业单元二期 3栋六层601单元), 510300 Tel: *** Attention: XXX Xxxxxxx XXX Xxxx (尹东): Address: Guangzhou International Xxxxxxxxxx Xxxxxx Xxx Xxxx Xxxx Road No.7 Standard Industry Unit 2, Building 3, F 6, 601 (广州市国际生物岛螺旋四路7号标准产业单元二期 3栋六层601单元), 510300 Tel: *** Attention: SI Peijing (斯佩静): Address: Guangzhou International Xxxxxxxxxx Xxxxxx Xxx Xxxx Xxxx Road No.7 Standard Industry Unit 2, Building 3, F 6, 601 (广州市国际生物岛螺旋四路7号标准产业单元二期 3栋六层601单元), 510300 Tel: *** Attention: XXX Xxxxxxx If to C Round Financing Investors: GIC: The notice information of GIC will be separately provided to the Company by GIC. CMBI: Address: 46/F, Xxxxxxxx Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx Tel: *** Fax: *** Attention: Xxxxx FAN LAV: Address: Xxxx 0000-00, Xxx Xxxxxxxxx Xxxxxxx, 00 Xxx Xxxxx Xxxx Xxxxxxx, Xxxx Xxxx Tel: *** Fax: *** Attention: Xxxxxx Xxx SEQUOIA: Address: Suite 3613, 36/F Two Pacific Place, 00 Xxxxxxxxx Xxxx, Xxxx Xxxx Tel: *** Fax: *** Attention: Kok Xxx Xxx LYFE and LYFE II: Address: 1804 Zhongxin Plaza, 1468 Nanjing West Road, Shanghai (上海南京西路0000号中欣大厦0000室), 200040 Tel: *** Attention: XXXX Xxx Unique: Address: Room 4605, T1, Xxxxx 00, Xx. 0000, Xxxx Xxxxxxx Xx, Xxxxxxxx, 000000 Tel: *** Fax: *** Attention: Xxxx Xxxx Axiom: Address: x/x 00 Xxxxxxx Xxxx, #00-00, Xxxxxxxxx 000000 Tel: *** Attention: Xxxxxx XX If to B Round Financing Investors: SEQUOIA: Address: Suite 3613, 36/F Two Pacific Place, 00 Xxxxxxxxx Xxxx, Xxxx Xxxx Tel: *** Fax: *** Attention: Kok Xxx Xxx LYFE: Address: 1804 Zhongxin Plaza, 1468 Nanjing West Road, Shanghai (上海南京西路0000号中欣大厦0000室), 200040 Tel: *** Attention: XXXX Xxx Anssence Investments Limited: Address: Room1208, Xxxxx X, Xxxxxx Xxxxx Xxxxxx, Xx.0 Xueyuan South Road, Hiadian District, Beijing (北京市海淀区科学院南路2号融科资讯中心 C座南楼1208室) Tel: *** Fax: *** Attention: Long Hai (龙海) CTD: Address: 0X, 00 Xxxxxxx Xxxx Xxxxxx, Xxxxxxx Xxxxxxxx Xxxxxxx (北京市海淀区海淀西大街39号四层), 100080 Tel: *** Fax: *** Attention: XXXX Xxx EverGreen: Address: Units 1803-4, 00/X, Xxxx xx Xxxxxxx Xxxxx,00 Xxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx Tel: *** Fax: *** Attention: Xxxx XXXX If to A+ Round Financing Investors: LYFE: Address: 1804 Zhongxin Plaza, 1468 Nanjing West Road, Shanghai (上海南京西路0000号中欣大厦0000室), 200040 Tel: *** Attention: XXXX Xxx SEQUOIA: Address: Suite 3613, 36/F Two Pacific Place, 00 Xxxxxxxxx Xxxx, Xxxx Xxxx Tel: *** Fax: *** Attention: Kok Xxx Xxx CTD: Address: 0X, 00 Xxxxxxx Xxxx Xxxxxx, Xxxxxxx Xxxxxxxx Xxxxxxx (北京市海淀区海淀西大街39号四层), 100080 Tel: *** Fax: *** Attention: XXXX Xxx

Market Stand-Off. In connection with Each Shareholder agrees that, so long as it holds any Underwritten Offering of equity voting securities of the Company, upon request by the Company (other than a Block Trade)or the underwriters managing the IPO of the Company’s securities, each Holder given the opportunity to participate in the Underwritten Offering pursuant to the terms it will not sell or otherwise transfer or dispose of this Agreement agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company (other than those permitted to be included in such offering pursuant the registration and other transfers to this Agreement), Affiliates permitted by law) without the prior written consent of the CompanyCompany or such underwriters, during as the 90-day case may be, for a period beginning on of time specified by the representative of the underwriters not to exceed one hundred and eighty (180) days from the effective date of the registration statement covering such IPO or the pricing date of such offering or such shorter period during which 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 agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesunderwriter pursuant to any underwriting agreement, except in the event the Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not only be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent applicable to the early release Holders if all officers, directors and holders of one percent (1%) or more of the Company’s lockup 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 equity 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 holding at least one percent (1%) of the then outstanding share capital of the Company relating to such Underwritten Offering, execute prior to the terms of IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.3 11. EXHIBIT C FORM OF ASSUMPTION AGREEMENT THIS ASSUMPTION AGREEMENT is made the day of , by and between PHOENIX NEW MEDIA LIMITED (the “Company”); and (the <“New Investor”><“New Key Holder”>). The Company and the New Investor shall be deemed released with respect referred to such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of collectively as the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)Parties.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block TradeTrade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder given that is an executive officer, director or Holder in excess of five percent (5 %) of the opportunity outstanding Common Stock (and for which it is customary for such a Holder to participate in the Underwritten Offering pursuant agree to the terms of this Agreement a lock-up) agrees that it shall not Transfer any Ordinary Shares shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90forty-day five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesoffering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects provided, however, with respect to participate in the first Underwritten Offering and none following the Closing Date, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of such Holder’s Registrable Securities are included in a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such Holder lock-up restrictions shall be for the number of days such managing Underwriters so advise, not be bound by this Section 2.3 with respect to such Underwritten Offering and exceed a period of ninety (b90) if days from the Underwriters managing an Underwritten Offering consent to the early release date of the Company’s lockup pricing of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company Parent (other than a Block TradeTrade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder given that is (a) an executive officer, (b) a director or (c) Holder in excess of five percent (5%) of the opportunity outstanding Common Stock (and for which it is customary for such a Holder to participate agree to a lock-up) agrees to execute a lock-up agreement in customary form in favor of the Underwritten Offering pursuant to Underwriters (in each case on substantially the same terms of this Agreement and conditions as all such Holders) in which such Holder agrees that it such Holder shall not Transfer any Ordinary Shares shares of Common Stock or other equity securities of the Company Parent (other than those included in such offering pursuant to this Agreement), without the prior written consent of the CompanyParent, during the 90-day ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesoffering, except (i) as expressly permitted by such lock-up agreement or in the event the managing Underwriters managing the offering otherwise agree by written consent; provided that consent and (aii) if any Holder elects to participate Rule 10b-5 trading plans (or similar plans) in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect effect prior to such Underwritten Offering and ninety (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering90)-day period. Each such Holder agrees to execute a customary Such lock-up agreement in favor shall further provide that (x) such Holder’s obligations thereunder shall take effect if and when all directors, officers and other Holders of Shares representing five percent (5%) or more of the Underwriters outstanding shares of Common Stock of Parent have executed lock-up agreements in form substantially identical to that executed by such effect Holder, and (y) before releasing any director, executive officer or Holder of Common Stock representing five percent (5%) or more of the outstanding Shares of Parent in whole or in part from its obligations under its respective lock-up agreement, Parent or the Underwriter(s) shall notify all Holders reasonably in advance of such release and shall release each case on substantially Holder from its own respective obligations at the same terms time and conditions to the same proportional extent as all such Holders)director, executive officer or other Holder is released.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade)Company, if requested by the managing Underwriters, each Holder given that holds more than 5% of the opportunity to participate issued and outstanding Common Stock and each Holder participating in the Underwritten Offering pursuant to the terms of this Agreement Offering, agrees that it shall not Transfer any Ordinary Shares or other equity securities shares of the Company Common Stock (other than those included in such offering Underwritten Offering pursuant to this Agreement), without the prior written consent of the Company, during the seven (7) days prior (to the extent notice of such Underwritten Offering has been provided) to and the 90-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesoffering, except as expressly permitted by any applicable lock-up agreement in favor of the Underwriters or in the event the managing Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders). Notwithstanding the foregoing, with respect to an Underwritten Offering, a Holder shall not be subject to this Section 2.3 with respect to an Underwritten Offering unless each shareholder of the Company that (together with their Affiliates) hold at least 5% of the issued and outstanding Common Stock and each of the Company’s directors and executive officers have agreed to a lock-up on terms at least as restrictive with respect to such Underwritten Offering as requested of the Holders. A Holder’s obligations under the second sentence of this Section 2.3 shall only apply for so long as such Holder (together with its Affiliates) holds at least 5% of the issued and outstanding Common Stock.

Market Stand-Off. In connection with any Underwritten Offering of equity securities Common Stock of the Company (other than a Block Trade)Company, if requested by the Managing Underwriters, each Holder given that is the opportunity to participate in the Underwritten Offering pursuant to the terms beneficial owner of this Agreement agrees that it shall not Transfer any Ordinary Shares or other equity securities more than one percent (1%) of the Company outstanding shares of Common Stock, and any other Holder reasonably requested by the Managing Underwriter, agrees not to, and to execute a customary lock-up agreement (in each case on substantially the same terms and conditions as all such Holders, including customary waiver “mfn” provisions) in favor of the Managing Underwriters to not, sell or dispose of any shares of Common Stock (other than those included in such offering pursuant to this Agreement), without the prior written consent of the CompanyManaging Underwriter, during the shorter of (i) the same period of time following the Underwritten Offering as is agreed to by the Company and the other participating Holders (not to exceed the shortest number of days that any director of the Company, “executive officer” (as defined under Section 16 of the Exchange Act) of the Company or any stockholder of the Company (other than a Holder or director or employee of, or consultant to, the Company) who owns 10% or more of the outstanding Shares contractually agrees with the underwriters of such Underwritten Offering not to sell any securities of the Company following such Underwritten Offering) and (ii) ninety (90-day period beginning on ) days (or such shorter time agreed to by the Managing Underwriters) following the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesoffering, except as expressly permitted by such lock-up agreement or in the event the Managing Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block TradeTrade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder given that is an executive officer, director or Holder in excess of three percent (3.0%) of the opportunity outstanding Common Stock (and for which it is customary for such a Holder to participate in the Underwritten Offering pursuant agree to the terms of this Agreement a lock-up) agrees that it shall not Transfer any Ordinary Shares shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesoffering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders). The provisions of this Section 2.3 shall only be applicable to a Holder if all officers, directors and greater than three percent stockholders of the Company enter into similar agreements. If any provision in this Section 2.3 is waived or terminated with respect to any of the securities of any such officer, director or greater than three percent stockholder (in any such case of waiver or termination, such securities being the “Released Securities”), the restrictive provisions contemplated by this Section 2.3 shall be waived or terminated, as applicable, to the same extent with respect to the same percentage of securities of each Holder as the percentage the Released Securities represent with respect to the securities held by the applicable officer, director or greater than three percent stockholder.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block TradeTrade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder given that is (a) an executive officer, (b) a director or (c) Holder in excess of five percent (5%) of the opportunity outstanding Ordinary Shares (and for which it is customary for such a Holder to participate in the Underwritten Offering pursuant agree to the terms of this Agreement a lock-up) agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day seven (7) days prior (to the extent notice of an Underwritten Offering has been provided) to and the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesoffering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders). Notwithstanding the foregoing, with respect to an Underwritten Offering, a Holder shall not be subject to this Section 2.3 with respect to an Underwritten Offering unless each shareholder of the Company that (together with their Affiliates) hold at least 5% of the issued and outstanding Ordinary Shares and each of the Company’s directors and executive officers have agreed to a lock-up on terms at least as restrictive with respect to such Underwritten Offering as requested of the Holders. A Holder’s obligations under the second sentence of this Section 2.3 shall only apply for so long as such Holder (together with its Affiliates) holds at least 5% of the issued and outstanding Ordinary Shares.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block TradeTrade or Other Coordinated Offering), each Holder given that directly or indirectly holds more than 5% of the opportunity to participate in the Underwritten Offering pursuant outstanding Common Stock (giving effect to the terms exercise of this Agreement any equity or equity-linked securities held by such Holder) agrees that it shall not Transfer any Ordinary Shares shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-ninety (90-) calendar day period beginning on the date of pricing of such offering or offering; provided that such shorter period during which each Holder shall only be subject to the restriction set forth in this Section 2.5 if the directors and officers of the Company agrees not are subject to conduct an underwritten primary offering of Ordinary Shares or other equity securities, except in the event a lock-up obligation to the Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in and the Underwritten Offering and none length of such Holder’s Registrable Securities are included in such Underwritten Offering, then lock-up for such Holder shall not be bound by this Section 2.3 with respect to no longer than the shortest lock-up of any such directors and officers; provided, further, that if the Company or the underwriters of such Underwritten Offering and (b) if waive or shorten the Underwriters managing an Underwritten Offering consent to the early release lock-up period for any of the Company’s lockup of the equity securities of the Company relating officers, directors or stockholders, then (i) all Holders subject to such Underwritten Offeringlock-up shall receive notice of such waiver or modification no later than two (2) business days following such waiver or modification, the terms of this Section 2.3 shall and (ii) such lock-up will be deemed released with respect to similarly waived or shortened for each such Underwritten OfferingHolder. Each such Holder Holder, if applicable, agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block TradeTrade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder given that is (a) an executive officer, (b) a director or (c) Holder in excess of five percent of the opportunity outstanding Ordinary Shares (and for which it is customary for such a Holder to participate in the Underwritten Offering pursuant agree to the terms of this Agreement a lock-up) agrees that it shall not Transfer transfer any Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-seven days prior (to the extent notice of an Underwritten Offering has been provided) to and the ninety day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesoffering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders). Notwithstanding the foregoing, with respect to an Underwritten Offering, a Holder shall not be subject to this Section 2.03 with respect to an Underwritten Offering unless each shareholder of the Company that (together with their affiliates) hold at least 5% of the issued and outstanding Ordinary Shares and each of the Company’s directors and executive officers have agreed to a lock-up on terms at least as restrictive with respect to such Underwritten Offering as requested of the Holders. A Holder’s obligations under the second sentence of this Section 2.03 shall only apply for so long as such Holder (together with its affiliates) holds at least five percent of the issued and outstanding Ordinary Shares.

Market Stand-Off. In connection Each of the Holders agrees that, so long as it holds any voting securities of the Company, upon request by the underwriters managing the IPO of the Company’s securities, it will enter into a customary form of lock-up or similar agreement with such managing underwriter with a term commencing from the effective date of the registration statement covering such IPO or the pricing date of such offering as may be requested by the underwriters. The term of such lock up arrangement shall in no event exceed 180 days. The foregoing agreement shall not apply in the case of the sale of any Underwritten Offering of equity securities of the Company (other than a Block Trade), each Holder given the opportunity to participate in the Underwritten Offering an underwriter pursuant to any underwriting agreement or any offering after the terms of this Agreement agrees that it IPO, and shall not Transfer any Ordinary Shares or other equity securities of only be applicable to the Holders if the Company and all officers, directors and holders of one percent (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period beginning on the date of pricing of such offering 1%) or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securities, except in the event the Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release more of the Company’s lockup 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 equity 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. This Section 6.5 shall not apply to the sale of Equity Securities by the Company (A) in connection with registrations on Form F-4 or S-8 or any successor or similar forms thereto, (B) in connection with registrations for the offer and sale to employees pursuant to any employee stock plan or other employee benefit plan arrangement as unanimously approved by the Board of Directors and (C) of securities to be issued solely in an acquisition or business combination. The Company shall require all future acquirers of one percent (1%) or more of the Company relating Company’s Equity Securities prior to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering. Each such Holder agrees an IPO to execute a customary lockmarket stand-up off agreement containing substantially similar provisions as those contained in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 6.5.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block TradeTrade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder given that is (a) an executive officer, (b) a director or (c) Holder in excess of five percent (5%) of the opportunity outstanding Ordinary Shares (and for which it is customary for such a Holder to participate in the Underwritten Offering pursuant agree to the terms of this Agreement a lock-up) agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day seven (7) days prior (to the extent notice of an Underwritten Offering has been provided) to and the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Ordinary Shares or other equity securitiesoffering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters managing the offering otherwise agree by written consent; provided that (a) if any Holder elects to participate in the Underwritten Offering and none of such Holder’s Registrable Securities are included in such Underwritten Offering, then such Holder shall not be bound by this Section 2.3 with respect to such Underwritten Offering and (b) if the Underwriters managing an Underwritten Offering consent to the early release of the Company’s lockup of the equity securities of the Company relating to such Underwritten Offering, the terms of this Section 2.3 shall be deemed released with respect to such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders). Notwithstanding the foregoing, with respect to an Underwritten Offering, a Holder shall not be subject to this Clause 2.2 with respect to an Underwritten Offering unless each shareholder of the Company that (together with their Affiliates) hold at least 5% of the issued and outstanding Ordinary Shares and each of the Company’s directors and executive officers have agreed to a lock-up on terms at least as restrictive with respect to such Underwritten Offering as requested of the Holders. A Holder’s obligations under the second sentence of this Clause 2.2 shall only apply for so long as such Holder (together with its Affiliates) holds at least 5% of the issued and outstanding Ordinary Shares.