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 or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any 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 forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of 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 the Initial Public Offering of equity the Company’s securities, if any, each Stockholder hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except as expressly permitted for a period of one hundred eighty (180) days from the effective date of such registration (the “Restricted Period”), and to the extent requested by the underwriter, each Stockholder shall, at the time of such lock-up offering, execute an agreement or in the event the managing Underwriters otherwise agree by written consentreflecting these requirements binding on such Stockholder that are substantially consistent with this Section 14; provided, however, that if during the last seventeen (17) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 14 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the Restricted Period extend beyond two hundred sixteen (216) days after the effective date of the registration statement. In order to enforce the restriction set forth above or any other restriction agreed by Stockholder, including without limitation any restriction requested by the underwriters of any Initial Public Offering of the securities of the Company agreed by such Stockholder, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten end of the applicable stand-off period. The Company’s underwriters shall be third-party beneficiaries of the agreement set forth in this Section 14. Each Stockholder agrees that prior to the Company’s Initial Public Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 14, provided that this Section 14 shall not apply to transfers pursuant to a Registration Statement. Each Stockholder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Stockholder issued before the Company’s Initial Public Offering (and the shares or securities of every other person subject to the restriction contained in this Section 14): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. After the Company’s Initial Public Offering and expiration of any lock-up restriction period, upon request of any Stockholder who is a period holder of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date record of the pricing shares represented by any stock certificate(s) bearing such legend and the surrender of any such Underwritten Offering. Each certificate(s) in connection with such Holder agrees request, the Company shall cause its transfer agent to execute a customary lock-up agreement in favor of promptly issue replacement certificate(s) not bearing such legend representing the Underwriters to shares represented by such effect (in each case on substantially the same terms and conditions as all such Holderssurrendered stock certificate(s).

Market Stand-Off. In (a) The Optionee hereby agrees that, in connection with any Underwritten Offering registration of equity securities of under the Company (other than a Block Trade or Other Coordinated Offering), if requested Securities Act by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any 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, the Optionee (and the Optionee’s permitted transferees, if any) shall not sell or otherwise transfer (including through short-sales, hedging, or similar transactions) any Option Shares during the forty-five period that the Board specifies (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consenta “Holdback”); provided, however, that such period shall not exceed one hundred eighty (180) days (or other such period that the underwriters reasonably require) following the effective date of the applicable registration statement filed under the Securities Act (the “Market Stand-Off Period”). Until the end of such Market Stand-Off Period, the Company may impose, with respect to any Shares held by the first Underwritten Offering following Optionee or his or her permitted transferee, stop-transfer instructions consistent with the Closingforegoing restrictions. (b) Optionee also agrees to be bound by any restriction agreed to by holders of not less than a majority of the then outstanding Shares (giving effect to the pro forma conversion of all outstanding preferred shares and other convertible securities and the pro forma exercise of all stock options, warrants and other rights, to the extent then exercisable). (c) In addition, if the any managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) underwriter or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing book runner of any such Underwritten Offeringoffering or registration (the “Underwriter”) requests, the Optionee will execute and deliver to the Underwriter such documents, agreements, and instruments that the Underwriter shall reasonably require to enable the Underwriter to obtain the benefit of the Holdback during the Market Stand-Off Period. Each such Holder agrees In connection with the foregoing, the Optionee hereby appoints the Company’s Chief Executive Officer as the Optionee’s attorney-in-fact, with full power of substitution, to execute a customary lock-up agreement in favor of and deliver all documents, agreements and instruments to be executed and delivered by the Underwriters Optionee, and to such effect (take all actions to be taken by the Optionee in each case on substantially the same terms and conditions as all such Holders)in connection with effecting any Holdback.

Market Stand-Off. In connection with the initial public offering of the Company’s securities, if any, and upon request of the managing or lead underwriter made to the Company in connection with such offering, Holder will agree with the Company and the underwriter not to sell, make any Underwritten Offering short sale of, loan, grant any option for the purchase of, or otherwise dispose of equity any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except for a period of time (not to exceed three hundred sixty five (365) days) from the effective date of such registration as expressly permitted may be requested by the Company or such lock-up managing underwriters and to execute an agreement or in reflecting requirements binding on such Holder that are substantially consistent with this Section 17 as may be requested by the event underwriters at the managing Underwriters otherwise agree by written consenttime of such offering; provided, howeverhowever that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 17 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond four hundred and one (401) days after the effective date of the registration statement. In order to enforce the restriction set forth above or any other restriction agreed by Holder, including without limitation any restriction requested by the underwriters of any initial public offering of the securities of the Company agreed by such Holder, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten Offering following end of the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lockapplicable stand-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions off period. The Company’s underwriters shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date beneficiaries of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement set forth in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 17.

Market Stand-Off. In connection with any Underwritten Offering of equity securities the IPO and upon request of the Company (other than or the underwriters managing such IPO, Holder shall not sell, make any short sale of, loan, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a Block Trade sale, or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess otherwise dispose of five percent (5%) any of the outstanding Common Stock Company’s capital stock (and for which it is customary for such a Holder to agree to a lock-upor any securities convertible into the Company’s capital stock) agrees that it shall not Transfer any shares of Common Stock held by Holder, however or other equity securities of the Company whenever acquired (other than those included in such offering pursuant the registration or purchased subsequent to this Agreement), the initial public offering) without the prior written consent of the Company, during the forty-five (45)-day period (Company or such shorter time agreed to by underwriters, as the managing Underwriters) beginning on the date of pricing of case may be, for such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five time (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period one hundred and eighty (180) days, but subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with the Rule 2711 of ninety the National Association of Securities Dealers, Inc., such extension or extensions not to exceed thirty-four (9034) days after the expiration of such 180-day period) from the effective date of such registration statement as may be requested by the pricing Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of any such Underwritten Offeringthe Company’s initial public offering. Each such Holder agrees to execute a customary lock-up agreement in favor and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the Underwriters underwriters of the Company’s capital stock (or other securities) of the Company, Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to such effect a registration statement filed under the Securities Act. The obligations described in this Article 1.7 shall apply only if all officers and directors of the Company, and all holders of at least 1% of the Company’s outstanding securities on a fully-diluted basis, enter into agreements at least as restrictive as the terms hereof. The underwriters of the Company’s stock are intended third party beneficiaries of this Article 1.7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS (in each case on substantially the same terms and conditions as all such Holders)BUT SUBJECT TO AN EXTENSION IN CERTAIN CIRCUMSTANCES NOT TO EXCEED 34 DAYS) AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (55 %) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any 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 forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the ClosingOriginal Issue Date, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of 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 Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is (a) an executive officer, (b) a director or (c) Holder in excess of five percent (5%) of the outstanding Common Stock Ordinary Shares (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock 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 forty-five seven (45)-day 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, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of 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). 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 connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing UnderwritersUnderwriter, each Holder that is an executive officer, officer or director of the Company or a Holder in excess of five percent (5%) 5.0% of the then-outstanding Common Stock or securities convertible thereinto (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any 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 forty90-five (45)-day day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offeringoffering (the “Underwritten Lock-Up Period”), except (i) to Permitted Transferees, (ii) as expressly permitted in writing by such lock-up agreement the Company or (iii) in the event the Underwriters managing Underwriters the offering otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, consent in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any 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 other Holders). 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 Agreement. ---------------- (a) Each Investor and Stockholder hereby agrees that for seven days prior to and up to 180 days following the effective date of the first registration statement of the Company covering Common Stock filed on Form S-1 or their equivalent under the Securities Act, it shall not, to the extent reasonably requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any Underwritten Offering short sale), grant any option to purchase or otherwise transfer or dispose of equity (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except Common Stock included in such registration; provided, however, that all officers and directors of the Company and all other persons with registration rights (whether or not pursuant to this Agreement) enter into similar agreements; and provided, further the Investor, -------- ------- all Stockholders, officers and directors are treated similarly with respect to any release prior to the termination of the 180-day period. (b) Each Investor and Stockholder hereby agrees that for up to 90 days following the effective date of any registration statement (other than a Block Trade the first) of the Company covering Common Stock filed on Form S-1 or Other Coordinated Offering)Form S-3 or their equivalent under the Securities Act, if it shall not, to the extent reasonably requested by the managing UnderwritersCompany and such underwriter, each directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except Common Stock included in such registration, except that such agreement shall not apply (i) to any Holder that is an executive officer, director or Holder in excess of who owns less than five percent (5%) of the then outstanding Common Stock Stock, (and for which it is customary for such ii) to any shares distributed by a Holder that is a corporation or partnership to agree its shareholders or partners, respectively and (iii) to any Holder that is not provided the opportunity to include shares in the secondary offering on a lock-uppro rata basis with all selling stockholders, provided that this subparagraph (iii) agrees that it shall not Transfer any shares of Common Stock or other equity securities of apply if there are no selling stockholders in the offering. (c) In order to enforce the foregoing covenants, the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the fortymay impose stop-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, transfer instructions with respect to the first Underwritten Offering following Registrable Securities of each Investor and Stockholder (and the Closing, if shares of securities of every other person subject to the managing Underwriters, in their reasonable discretion, advise foregoing restriction) until the Company in writing that a lock-up restriction end of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of 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)period.

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 (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwritersunderwriters, each Holder that is an executive officerto be bound by and/or to execute and deliver, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-upup agreement with the underwriter(s) agrees that it shall not Transfer of such public offering restricting such Participant’s right to (a) Transfer, directly or indirectly, any shares of Common Stock 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 equity securities arrangement that transfers to another any of the Company (other than those included in such offering pursuant to economic consequences of ownership of Shares acquired under this Agreement), without in each case to the prior written consent of the Company, during the forty-five (45)-day period (or extent that such shorter time restrictions are agreed to by the managing UnderwritersMajority Principal Investors (as defined in the Stockholders Agreement) beginning on (or a majority of the date shares of pricing Class A Stock if there are no Principal Investors remaining) with the underwriter(s) of such offeringpublic offering (the “Principal Lock-Up Agreement”); provided, except as expressly permitted 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 or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect shall not apply to: (a) Transfers to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date Permitted Transferees of the pricing Participant permitted in accordance with the terms of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor this Agreement, (b) conversions of Shares into other classes of Shares or securities without change of Participant and (c) during the period preceding the execution of the Underwriters underwriting agreement, Transfers to such effect (a charitable organization, described by Section 501(c)(3) of the Code, permitted in each case on substantially accordance with the same terms and conditions as all such Holders)of the Stockholders Agreement.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade Trade) or Other Coordinated Offeringany Company-initiated Registration for the account of the Company (subject to the Company’s compliance with Section 2.2 hereof), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) % of the then-outstanding Common Stock Class A ordinary shares (calculated, in the case of each New Holder, as if all of its Class C ordinary shares and Retained Company Shares are exchanged for which it is customary for such a Holder to agree to a lock-upClass A ordinary shares) agrees that it shall not Transfer any Class A ordinary 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 forty90-five (45)-day day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offeringoffering (the “Underwritten Lock-up Period”), except as expressly permitted by such lock-up agreement or in the event the Underwriters managing Underwriters the offering otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, consent in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any 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 with any Underwritten Offering of equity securities of the Agreement. The Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, and each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companymanaging underwriter(s), during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning commencing on the date of pricing of the final prospectus relating to the Company’s initial public offering and ending on the date specified by the Company and the managing underwriter (such offeringperiod not to exceed one hundred eighty (180) days) (a) lend, except as expressly permitted by such lock-up agreement offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Equity Securities (whether then owned or thereafter acquired) or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the event economic consequences of ownership of the managing Underwriters otherwise agree Equity Securities, whether any such transaction described in clause (a) or (b) above is to be settled by written consentdelivery of Equity Securities or other securities, in cash or otherwise; provided that (x) all directors, officers and holders of Equity Securities must be bound by restrictions substantially identical to those applicable to any Holder pursuant to this Section 7.4, and (y) all Holders will be released from any restrictions set forth in this Section 7.4 to the extent that any other shareholders subject to substantially similar restrictions are released; provided, howeverfurther, that, regardless of this Section 7.4, a Holder shall be permitted to make private transfers to its Affiliates that agree to substantially the same restrictions set forth in this Section 7.4. 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 first Underwritten Offering following Registrable Securities of each shareholder (and the Closingshares or securities of every other person subject to the foregoing restriction) until the end of such period. In addition, if the managing Underwriters, in their reasonable discretion, advise the Company shall not issue any Equity Securities to any Person unless such Person has agreed in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall to be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of 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 bound by the same terms and conditions as all such Holders)restrictions set forth in this Section 7.4.

Market Stand-Off. In connection with any Underwritten Offering Agreement. Each Holder hereby agrees that, during the period of equity securities of duration specified by the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is and an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares underwriter of Common Stock or other equity securities of the Company, following the effective date of a registration statement of the Company filed under the Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company (other than those held by it at any time during such period except Common Stock included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consentregistration; provided, however, that: (a) such agreement shall be applicable only to the first registration statement of the Company which covers Common Stock (or other securities) to be sold on its behalf to the public in an underwritten offering; (b) such market stand-off time period shall not exceed 180 days; and (c) all executive officers and directors of the Company and all other persons with registration rights enter into similar agreements. In order to enforce the foregoing covenant, the Company may impose stop- transfer instructions with respect to the first Underwritten Offering following Registrable Securities of each Holder (and the Closingshares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if the managing Underwritersobligations described in this Section 1.15 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the future. Without limiting the generality of the foregoing, in their reasonable discretionconnection with the Proposed Initial Public Offering, advise each Investor hereby agrees to the Company in writing that a terms of the lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offeringletter attached hereto as Schedule B, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of 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 which terms and conditions as all such Holders)are incorporated herein by this reference.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (55 %) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any 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 forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the ClosingClosing Date, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of 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 Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is (a) an executive officer, (b) a director or (c) Holder in excess of five percent (5%) of the outstanding Common Stock Ordinary Shares (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock 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 forty-five seven (45)-day 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, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of 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). 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 Agreement. Each Investor, Common Holder and Holder hereby agrees that, during the period of duration specified by the Company and an underwriter of common stock or other securities of the Company, following the effective date of the registration statement of the Company filed under the Act in connection with the initial firm commitment underwritten public offering of its securities, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any Underwritten Offering short sale), grant any option to purchase or otherwise transfer or dispose of equity (other than to donees who agree to be similarly bound) any securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for during such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those period except common stock included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consentregistration; provided, however, that: (a) all executive officers, directors, and holders of at least 1% of the outstanding capital stock of the Company enter into similar agreements; (b) such market stand-off time period shall not exceed one hundred eighty (180) days (or such longer period as is required by such underwriter to allow its research analysts to issue or publish research reports under applicable rules of the National Association of Securities Dealers or similar rules or regulations, such longer period not to exceed an additional thirty-six (36) days); and (c) in the event that any of the parties subject to this Section 1.15 are released from such market stand-off provisions, all other parties subject to this Section 1.15 shall similarly (i.e., proportionately) be released; provided that any release due to individual financial hardship of shares of no more than $50,000 in value (at the closing price on the day of such release) shall not result in the release of any other. Each Investor, Common Holder and Holder hereby agrees that it will enter into the underwriter’s standard lock-up agreement containing restrictions similar to those set forth in this Section 1.15. In addition, in order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the first Underwritten Offering following shares of each Investor, Common Holder and Holder (and the Closingshares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if the managing Underwritersobligations described in this Section 1.15 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, in their reasonable discretion, advise the Company in writing that or a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not registration relating solely to exceed a period of ninety (90) days from the date of the pricing of 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)an SEC Rule 145 transaction.

Market Stand-Off. In connection with any Underwritten Offering of equity securities Agreement. If so required by the underwriter(s), each holder of the Company (other than a Block Trade or Other Coordinated Offering), if requested by Registrable Securities agrees to enter into an agreement in reasonable and customary form agreeing that the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) holder of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall Registrable Securities, will not Transfer sell, transfer or otherwise dispose of any shares of Common Stock or other equity securities Equity Securities of the Company (other than those included in such offering pursuant to this Agreement), the offering) without the prior written consent of the Company, Company or such underwriter(s) during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning commencing on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect final prospectus relating to the first Underwritten Offering following Company’s IPO and ending on the Closing, if the managing Underwriters, in their reasonable discretion, advise date specified by the Company in writing that a lock-up restriction of a and the underwriter(s) (such period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety one hundred eighty (90180) days from the date of such final prospectus, or such other period as may be requested by the pricing Company or an underwriter to accommodate 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), or any successor provisions or amendments thereto); provided, that (i) the foregoing provisions of this Section shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall not be applicable to any Holder unless all directors, officers and all the other holders of at least one percent (1%) of the issued and outstanding share capital of the Company (calculated on an as-converted to Ordinary Share basis) must be bound by restrictions at least as restrictive as those applicable to any such Underwritten OfferingHolder pursuant to this Section, (ii) this Section shall not apply to a Holder to the extent that any other Person subject to substantially similar restrictions is released in whole or in part, and (iii) the lockup agreements shall permit a Holder to transfer their Registrable Securities to their respective Affiliates so long as the transferees enter into the same lockup agreement. Each such Holder Investor, severally but not jointly, agrees to execute and deliver to the underwriters a customary lock-up agreement in favor containing reasonable and customary terms and qualifications substantially similar as those contained herein, provided that such lockup agreement shall terminate no later than ninety (90) days after the execution of such lockup agreement if the consummation of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)IPO has not occurred.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company Parent (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is (a) an executive officer, (b) a director or (c) Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees to execute a lock-up agreement in customary form in favor of the Underwriters (in each case on substantially the same terms and conditions as all such Holders) in which such Holder agrees that it such Holder shall not Transfer any 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 forty-five ninety (45)-day 90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except (i) as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect consent and (ii) Rule 10b-5 trading plans (or similar plans) in effect prior to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any 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 Each Shareholder agrees that, so long as it holds any Underwritten Offering of equity voting securities of the Company (other than a Block Trade or Other Coordinated Offering)Company, if requested upon request by the Company or the underwriters managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) the initial public offering of the outstanding Common Stock (and for which Company’s securities, it is customary for such a Holder to agree to a lock-up) agrees that it shall will not Transfer sell or otherwise transfer or dispose of an interest in any shares of Common Stock or other equity securities the Ordinary Shares 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 Company, during the forty-five (45)-day period (Company or such shorter underwriters, as the case may be, for a period of time agreed to specified by the managing Underwritersrepresentative of the underwriters not to exceed one hundred and eighty (180) beginning on days from the effective date of the registration statement covering such initial public offering or the pricing date of such offeringoffering as may be requested by the underwriters; provided that (a) the forgoing provisions of this Section shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, except 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 expressly permitted converted to Ordinary Share basis) must be bound by restrictions at least as restrictive as those applicable to any such Holder pursuant to this Section, (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 lockup agreements shall permit a Holder to transfer its Registrable Securities to its Affiliates so long as the transferees enter into the same lockup agreement. The Investors agree to execute and deliver to the underwriters a lock-up agreement or in containing substantially similar terms and conditions as those contained herein. In order to enforce the event foregoing covenant, the managing Underwriters otherwise agree by written consent; provided, however, Company may place restrictive legends on the certificates and impose stop-transfer instructions with respect to the first Underwritten Offering following Registrable Securities of each shareholder (and the Closingshares or securities of every other Person subject to the foregoing restriction) until the end of such period. XXX Xxxxxxx (汉雨生) *** XXXX Xxxxx (邵量) *** XXXX Xxx (周丹) *** CHUAI Shaokun (揣少坤) *** XX Xxxxxxx (吴志刚) *** YIN Dong (尹东) *** SI Peijing (斯佩静) *** Northern Light Venture Capital III, if Ltd. 27,285,130 15.526 % Crest Top Developments Limited 8,321,965 4.735 % BRT Bio Tech Limited 9,822,646 5.589 % 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 % 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 % Owap Investment Pte Ltd 8,519,600 4.848 % Owap Investment Pte Ltd (assuming the managing UnderwritersGIC 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, in their reasonable discretionL.P. 3,194,850 1.818 % SCC Venture VI Holdco, advise 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 % 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 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 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 The notice information of GIC will be separately provided to the Company in writing that a lockby GIC. Address: 46/F, Xxxxxxxx Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx Tel: *** Fax: *** Attention: Xxxxx FAN Address: Xxxx 0000-up restriction of a period of forty00, Xxx Xxxxxxxxx Xxxxxxx, 00 Xxx Xxxxx Xxxx Xxxxxxx, Xxxx Xxxx Tel: *** Fax: *** Attention: Xxxxxx Xxx Address: Suite 3613, 36/F Two Pacific Place, 00 Xxxxxxxxx Xxxx, Xxxx Xxxx Tel: *** Fax: *** Attention: Kok Xxx Xxx 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 Address: Room 4605, T1, Xxxxx 00, Xx. 0000, Xxxx Xxxxxxx Xx, Xxxxxxxx, 000000 Tel: *** Fax: *** Attention: Xxxx Xxxx Address: x/x 00 Xxxxxxx Xxxx, #00-five 00, Xxxxxxxxx 000000 Tel: *** Attention: Xxxxxx XX Address: Suite 3613, 36/F Two Pacific Place, 00 Xxxxxxxxx Xxxx, Xxxx Xxxx Tel: *** Fax: *** Attention: Kok Xxx Xxx Address: 1804 Zhongxin Plaza, 1468 Nanjing West Road, Shanghai (45上海南京西路0000号中欣大厦0000室), 200040 Tel: *** Attention: XXXX Xxx 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) or fewer days would have a material adverse impact on such Underwritten OfferingTel: *** Fax: *** Attention: Long Hai (龙海) Address: 0X, then such lock00 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 Address: Units 1803-up restrictions shall be for the number of days such managing Underwriters so advise4, not to exceed a period of ninety 00/X, Xxxx xx Xxxxxxx Xxxxx,00 Xxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx Tel: *** Fax: *** Attention: Xxxx XXXX Address: 1804 Zhongxin Plaza, 1468 Nanjing West Road, Shanghai (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect 上海南京西路0000号中欣大厦0000室), 200040 Tel: *** Attention: XXXX Xxx Address: Suite 3613, 36/F Two Pacific Place, 00 Xxxxxxxxx Xxxx, Xxxx Xxxx Tel: *** Fax: *** Attention: Kok Xxx Xxx Address: 0X, 00 Xxxxxxx Xxxx Xxxxxx, Xxxxxxx Xxxxxxxx Xxxxxxx (in each case on substantially the same terms and conditions as all such Holders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 any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is (a) an executive officer, (b) a director or (c) Holder in excess of five percent (5%) of the outstanding Common Stock Ordinary Shares (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer transfer any shares of Common Stock 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 forty-five seven days prior (45)-day 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, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of 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). 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. (a) In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or a Holder participating in such Underwritten Offering and holding in excess of five one percent (51%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement, or shares of Common Stock acquired in the public market), without the prior written consent of the Companymanaging Underwriters, during the fortyninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-five up agreement or in the event the managing Underwriters otherwise agree by written consent (45)-day in each case, any discretionary release from such lock-up to apply on a pro rata basis among such Holders). 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). (b) In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, the Company shall: (i) agree that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to the Underwritten Offering), without the prior written consent of the managing Underwriters, 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, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect and (ii) cause each of its executive officers and directors to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a enter into lock-up restriction agreements of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offeringsimilar scope and duration, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of 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 case, in customary form and conditions as all such Holders)substance, and with exceptions that are customary, for an underwritten Public Offering.