Common use of Market Standoff Clause in Contracts

Market Standoff. 6.1 The Manager agrees that in the event of a Listing, with respect to any Shares acquired by the Manager pursuant to this Agreement, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing) and any other early release provisions permitted by the managing underwriters of the Listing in respect of the Shares, the Manager will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of shares permitted under Clause 6.2 hereof so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Clause 6.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Clause and to impose stop transfer instructions with respect to the shares until the end of such period. The Manager further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

Market Standoff. 6.1 10.1 The Manager Subscriber agrees that in the event of a Listing, with respect to any Shares acquired by the Manager pursuant to this Agreementthat, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of A ordinary shares in the Company (determined on an as-converted basis immediately prior to Listing) and any other early release provisions permitted by the managing underwriters of the Listing in respect of the Sharesinto A ordinary shares basis), the Manager Subscriber will not, if requested by the managing underwriter(s) in the initial underwritten sale of A ordinary shares of the Company to the public (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Listed Shares A ordinary shares or securities convertible into Listed SharesA ordinary shares, except for: (i) transfers of shares permitted under Clause 6.2 clause 10.2 hereof so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Clause clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Clause 6.1 clause 10.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Clause clause and to impose stop transfer instructions with respect to the shares until the end of such period. The Manager Subscriber further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Clause clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

Market Standoff. 6.1 7.1 The Manager Executive agrees that in the event of a Listing, with respect to any Shares acquired by the Manager Executive pursuant to this Agreementthe exercise of the Option, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing) and any other early release provisions permitted by the managing underwriters of the Listing in respect of the Shares), the Manager Executive will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of shares permitted under Clause 6.2 7.2 hereof so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Clause clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Clause 6.1 7.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Clause clause and to impose stop transfer instructions with respect to the shares until the end of such period. The Manager Executive further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Clause clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

Market Standoff. 6.1 9.1 The Manager Executive agrees that in the event of a Listing, with respect to any Shares acquired by the Manager Executive pursuant to this Agreementthe exercise of the Option, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing) and any other early release provisions permitted by the managing underwriters of the Listing in respect of the Shares), the Manager Executive will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) calendar days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of shares Shares permitted under Clause 6.2 hereof 9.2 so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Clause clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Clause 6.1 9.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares Shares subject to this Clause clause and to impose stop transfer instructions with respect to the shares Shares until the end of such period. The Manager Executive further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Clause clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

Market Standoff. 6.1 4.1 The Manager Subscriber agrees that in the event of a Listing, with respect to the Linked Shares and any Shares acquired by the Manager Subscriber pursuant to this Agreementthe exercise of the Option, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing) and any other early release provisions permitted by the managing underwriters of the Listing in respect of the Shares), the Manager Subscriber will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) calendar days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of shares Shares permitted under Clause 6.2 hereof paragraph 4.2 so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Clause clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Clause 6.1 paragraph 4.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares Shares subject to this Clause clause and to impose stop transfer instructions with respect to the shares Shares until the end of such period. The Manager Subscriber further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Clause Table of Contents clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

Market Standoff. 6.1 9.1 The Manager Executive agrees that in the event of a Listing, with respect to any Shares acquired by the Manager Executive pursuant to this Agreementthe exercise of the Option, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing) and any other early release provisions permitted by the managing underwriters of the Listing in respect of the Shares), the Manager Executive will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) calendar days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of Table of Contents any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of shares Shares permitted under Clause 6.2 hereof 9.2 so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Clause clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Clause 6.1 9.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares Shares subject to this Clause clause and to impose stop transfer instructions with respect to the shares Shares until the end of such period. The Manager Executive further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Clause clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

Market Standoff. 6.1 4.1 The Manager Subscriber agrees that in the event of a Listing, with respect to the Linked Shares and any Shares acquired by the Manager Subscriber pursuant to this Agreementthe exercise of the Option, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing) and any other early release provisions permitted by the managing underwriters of the Listing in respect of the Shares), the Manager Subscriber will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) calendar days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of shares Shares permitted under Clause 6.2 hereof paragraph 4.2 so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Clause clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Clause 6.1 paragraph 4.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares Shares subject to this Clause clause and to impose stop transfer instructions with respect to the shares Shares until the end of such period. The Manager Subscriber further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Clause clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.. Table of Contents

Market Standoff. 6.1 9.1 The Manager Executive agrees that in the event of a Listing, with respect to any Shares acquired by the Manager Executive pursuant to this Agreementthe exercise of the Option, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing) and any other early release provisions permitted by the managing underwriters of the Listing in respect of the Shares), the Manager Executive will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public Table of Contents With Change of Control Termination (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) calendar days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of shares Shares permitted under Clause 6.2 hereof 9.2 so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Clause clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Clause 6.1 9.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares Shares subject to this Clause clause and to impose stop transfer instructions with respect to the shares Shares until the end of such period. The Manager Executive further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Clause clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.