Common use of Restriction on Sale of Securities by the Company Clause in Contracts

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act, (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except (x) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (y) the filing of (A) a shelf registration statement on Form S-3 pursuant to the terms of the Contribution Agreement, dated July 9, 2024, by and between the Company, Solaris LLC, Xxxx X. Xxxxxxx, Xxxx Xxxx, J Turbines, Inc. and KTR Management Company, LLC and (B) a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to, the terms of a plan described in the General Disclosure Package and the Final Prospectus and (z) issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any manner of any business, properties, assets or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (A) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (B) prior to the issuance of such shares of the Company’s capital stock, each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(l) for the remaining term of the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that the Representative consent to in writing.

Restriction on Sale of Securities by the Company. For (A) Without the prior written consent of the Representatives on behalf of the Underwriters, the Company will not, during the period specified below ending 180 days after the date of the Prospectus (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, pledge, sell, issue, contract to sell, pledge sell any option or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant contract to employee benefit planspurchase, qualified stock purchase any option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of its ADSs, Ordinary Shares or any securities convertible into or exercisable or exchangeable for any of its ADSs or Ordinary Shares (the “Lock-Up Securities Securities”) or (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (iiiii) enter into any swap, hedge swap or any other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (ivi) establish or increase a put equivalent position (ii) above is to be settled by delivery of its ADSs, Ordinary Shares or liquidate such other securities, in cash or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Actotherwise, (viii) file any registration statement with the Commission a registration statement under the Act relating to the offering of any of the Lock-Up Securities, or (iv) publicly disclose the intention to take make any such actionoffer, without sale, pledge, disposition or filing, or enter into any such swap or other arrangements. (B) The restrictions contained in the prior written consent preceding paragraph shall not apply to (a) the Offered Securities to be sold hereunder, (b) the issuance by the Company of the Representative, except (x) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or Ordinary Shares upon the exercise of warrants or options, in each case an option outstanding on the date hereof, or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (yc) the filing grant of options to purchase ordinary shares under the Company’s share incentive plans existing as of the date hereof, (Ad) the establishment of a shelf registration statement on Form S-3 trading plan pursuant to Rule 10b5-1 under the terms Exchange Act for the transfer of the Contribution AgreementADSs or Ordinary Shares, dated July 9, 2024, by and between provided that (i) such plan does not provide for the Company, Solaris LLC, Xxxx X. Xxxxxxx, Xxxx Xxxx, J Turbines, Inc. and KTR Management Company, LLC and (B) a registration statement on Form S-8 relating to, and transfer of the issuance and sale of ADSs or Ordinary Shares during the Lock-Up Securities pursuant to, the terms of a plan described in the General Disclosure Package and the Final Prospectus Period and (zii) issuances to the extent a public announcement or filing under the Exchange Act, if any, is required of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring voluntarily made by the Company by any manner regarding the establishment of any businesssuch plan, properties, assets such announcement or persons, in one transaction or filing shall include a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (A) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (B) prior to the issuance effect that no transfer of ADSs or Ordinary Shares may be made under such shares of the Company’s capital stock, each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(l) for the remaining term of plan during the Lock-Up Period. The initial , or (d) the filing of any registration statement on Form S-8. (C) If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a Lock-Up Period will commence on Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date hereof and continue for 60 of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days after before the effective date hereof of the release or such earlier date that the Representative consent to in writingwaiver.

Restriction on Sale of Securities by the Company. For the period specified below (the “"Lock-Up Period”"), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“"Lock-Up Securities”"): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package)Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package)Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act, Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (xA) grants of awards to purchase Lock-Up Securities, or issuing Lock-Up Securities, pursuant to employee benefit plans in effect on the date hereof and described in the General Disclosure Package and the Final Prospectus or (B) issuances of Lock-Up Securities pursuant to the exercise, conversion or exchange of convertible or exchangeable securities or the exercise outstanding as of warrants or options, in each case outstanding on the date hereofof this Agreement; provided further, (y) that this provision will not restrict the filing of (A) a shelf registration statement on Form S-3 pursuant to the terms of the Contribution Agreement, dated July 9, 2024, by and between the Company, Solaris LLC, Xxxx X. Xxxxxxx, Xxxx Xxxx, J Turbines, Inc. and KTR Management Company, LLC and (B) a registration statement on Form S-8 relating to, and the issuance and sale Company from issuing shares of Lock-Up Securities pursuant toSecurities, the terms of a plan described which in the General Disclosure Package and the Final Prospectus and (z) issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any manner of any business, properties, assets or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (A) no more than an aggregate of 10shall not exceed 5% of the number of outstanding shares of the Company’s capital stock outstanding Securities as of the First Closing Date are issued date of this Agreement, as consideration in connection with all such collaborations, acquisitions and (B) prior to or strategic transactions approved by a majority of the issuance of such shares disinterested directors of the Company’s , provided that (x) any such issuance shall only be to a person or entity (or to the equityholders of such entity) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company or any of the Subsidiaries and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital stock, each or to an entity whose primary business is investing in securities and (y) the recipient of any such shares agrees Lock-Up Securities shall agree in writing to be subject to bound by the “lock-up” described in terms of this Section 5(l) for the remaining term of the Lock-Up Period5(m). The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that the Representative Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, pledge, sell, issue, contract to sell, pledge sell any option or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant contract to employee benefit planspurchase, qualified stock purchase any option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant for the sale of, or otherwise dispose of or transfer, whether now owned or hereafter acquired or with respect to purchase Lock-Up Securities (other than which such person has or hereafter acquires the grant power of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package)disposition, (iiiii) enter into any swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences consequence of ownership of Lock-Up the Securities, whether any such swap, hedge or transaction is to be settled by delivery of Securities or other securities, in cash or otherwise, (iviii) establish or increase a put put-equivalent position or liquidate or decrease a call call-equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act, or (viv) file with the Commission a any registration statement under the Act relating (except for a registration statement on Form S-8 to Lock-Up Securitiesregister shares granted pursuant to the terms of a plan in effect on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus) with respect to any of the foregoing under (i) through (iii), or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeRepresentatives, except (x) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or optionsexcept, in each case outstanding on the date hereofcase, (y) the filing of (A) a shelf registration statement on Form S-3 the Offered Securities to be sold hereunder and the Formation Securities to be issued in connection with the Formation Transactions; (B) grants of employee stock options, restricted stock or other equity awards pursuant to the terms of the Contribution Agreement, dated July 9, 2024, by and between the Company, Solaris LLC, Xxxx X. Xxxxxxx, Xxxx Xxxx, J Turbines, Inc. and KTR Management Company, LLC and (B) a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to, the terms of a plan in effect on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus and Prospectus, provided that such options or restricted stock do not vest during the Lock-up Period; or (zC) issuances the issuance of Lock-Up Securities issued as consideration for in connection with the acquisition of equity interests or assets of any person, or the acquiring by the Company or any of its subsidiaries of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any manner of any businesssuch acquisition, properties, assets or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such provided that (i) no Lock-Up Securities; provided that Securities may be issued under this clause (AC) no more than an within 60 days of the date hereof and (ii) any Lock-Up Securities issued or issuable in all instances under this clause (C) may not exceed, in aggregate of amount, 10% of the number of shares of the Company’s capital common stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions immediately following this offering and (B) prior to the issuance of such shares of the Company’s capital stock, each any recipient of any such shares Lock-Up Securities agrees in writing to be subject to the “lock-up” described restrictions set forth in this Section 5(l) for the remaining term of the Lock-Up Periodletter included as Schedule F hereto. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that the Representative Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, and will cause each of the Subsidiaries not to, directly or indirectly, take any of the following actions with respect to its Securities any ADSs or Class A Ordinary Shares or securities of the Company that are substantially similar to the ADSs or Class A Ordinary Shares or any securities convertible into or exchangeable or exercisable for any of its Securities the ADSs or Class A Ordinary Shares or securities of the Company that are substantially similar to the ADSs or Class A Ordinary Shares (“Lock-Up Securities”): (iA) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package)Securities, (iiB) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package)Securities, (iiiC) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, whether any of these transactions are to be settled by delivery of Class A Ordinary Shares or such other securities, in cash or otherwise, (ivD) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act, or (vE) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case, without the prior written consent of the Representative, except (x) issuances of Lock-Up Securities pursuant . The foregoing shall not apply to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (y) the filing of (A) a shelf registration statement on Form S-3 pursuant to the terms of the Contribution Agreement, dated July 9, 2024, by and between the Company, Solaris LLC, Xxxx X. Xxxxxxx, Xxxx Xxxx, J Turbines, Inc. and KTR Management Company, LLC Offered Securities and (B) a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant toClass B ordinary shares, par value US$0.0001 per share, of the Company (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, collectively, the terms “Ordinary Shares”) upon the exercise of a options granted pursuant to the existing 2008 share incentive plan of the Company described in the General Disclosure Package and the Final Prospectus and (z) issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any manner of any business, properties, assets or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (A) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (B) prior to the issuance of such shares of the Company’s capital stock, each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(l) for the remaining term of the Lock-Up PeriodRegistration Statement. The initial Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that the Representative consent consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results or it becomes aware that material news about the Company will be announced or a material event will occur during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results, announcement of material news or the occurrence of the material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For (A) Without the prior written consent of the Representative on behalf of the Underwriters, the Company will not, during the period specified below ending 180 days after the date of the Prospectus (the “Lock-Up Period”), the Company will not(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, take any of the following actions with respect to its Securities ADSs, Ordinary Shares or any securities convertible into or exercisable or exchangeable or exercisable for any of its Securities ADSs or Ordinary Shares (the “Lock-Up Securities”): ) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (i) offeror (ii) above is to be settled by delivery of its ADSs, sellOrdinary Shares or such other securities, issuein cash or otherwise, contract (iii) file any registration statement with the Commission relating to sell, pledge or otherwise dispose the offering of any of the Lock-Up Securities Securities, or (iv) publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, or enter into any such swap or other than arrangements. (B) The restrictions contained in the preceding paragraph shall not apply to (a) the Offered Securities to be sold hereunder, (b) the issuance by the Company of Ordinary Shares upon the exercise of an option and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing warrant outstanding on the date hereof and described in the Preliminary Registration Statement, the Time of Sale Prospectus and the Prospectus, or upon the General Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities (other than the grant conversion of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing a security outstanding on the date hereof and described in the Preliminary Registration Statement, the Time of Sale Prospectus or and the General Disclosure Package)Prospectus, (iiic) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences grant of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within options to purchase ordinary shares under the meaning of Section 16 Company’s share incentive plans existing as of the Exchange Act, (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except (x) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (y) the filing of (A) a shelf registration statement on Form S-3 pursuant to the terms of the Contribution Agreement, dated July 9, 2024, by hereof and between the Company, Solaris LLC, Xxxx X. Xxxxxxx, Xxxx Xxxx, J Turbines, Inc. and KTR Management Company, LLC and (B) a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to, the terms of a plan described in the General Disclosure Package Registration Statement, the Time of Sale Prospectus and the Final Prospectus Prospectus, provided that any such options will not be transferable and (z) issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests will not vest or assets of any person, become exercisable or the acquiring by the Company by any manner of any business, properties, assets or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (A) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (B) prior to the issuance of such shares of the Company’s capital stock, each recipient of such shares agrees in writing to restriction on which will not be subject to the “lock-up” described in this Section 5(l) for the remaining term of removed during the Lock-Up Period. The initial , and each such option holder has executed a Lock-up Letter substantially in the form of Exhibit A hereto, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of the ADSs or Ordinary Shares, provided that (i) such plan does not provide for the transfer of the ADSs or Ordinary Shares during the Lock-Up Period will commence and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of ADSs or Ordinary Shares may be made under such plan during the Lock-Up Period, or (e) the filing of any registration statement on Form S-8. (C) If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in a Lock-Up Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date hereof and continue for 60 of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days after before the effective date hereof of the release or such earlier date that the Representative consent to in writingwaiver.

Restriction on Sale of Securities by the Company. For the period specified below (the “"Lock-Up Period”"), the Company and CPE Resources will not, not directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“"Lock-Up Securities”"): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package)Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package)Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act, Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities (other than a post-effective amendment to the Registration Statement on Form S-3 registering the resale of Securities by members of CPE Resources, which resale shall be subject to the requirements of this Section 5(b)(iv)), or publicly disclose the intention to take any such action, without without, in each case, the prior written consent of the RepresentativeCredit Suisse Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. Incorporated, except (xA) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (yB) grants, offers, sales, or issuances of Securities (including, without limitation, grants of restricted Securities) or options to acquire Securities pursuant to an employee benefit plan in effect on the date hereof, (C) issuances of Securities pursuant to the exercise of such options, (D) the filing of (A) a shelf registration statement on Form S-3 pursuant to the terms of the Contribution Agreement, dated July 9, 2024, by and between the Company, Solaris LLC, Xxxx X. Xxxxxxx, Xxxx Xxxx, J Turbines, Inc. and KTR Management Company, LLC and (B) a any registration statement on Form S-8 relating toto securities described in clauses (A), (B) or (C) above or any other securities eligible to be covered by a Form S-8, and (E) offers, sales and issuances of up to 15% of the Securities outstanding at the time of the issuance and sale as consideration or partial consideration for acquisitions of businesses or in connection with the formation of joint ventures; provided that such Lock-Up Securities pursuant to, so issued as contemplated in Section 5(b)(iv)E are subject to the terms of a plan an agreement having substantially the same terms as the lock-up letters described in the General Disclosure Package and the Final Prospectus and (zSection 7(h) issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any manner of any business, properties, assets or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (A) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (B) prior to the issuance of such shares of the Company’s capital stock, each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(l) for the remaining term of the Lock-Up PeriodAgreement. The initial Lock-Up Period will commence on the date hereof and continue for 60 90 days after the date hereof or such earlier date that the Representative Credit Suisse Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. Incorporated consent to in writing.

Restriction on Sale of Securities by the Company. For During a period of 180 days from the period specified below (date of the “Lock-Up Period”)Prospectus, the Company will not, without the prior written consent of Xxxxxxx Xxxxx, (i) directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, pledge, sell, issue, contract to sell, pledge sell any option or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant contract to employee benefit planspurchase, qualified stock purchase any option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (iiiii) enter into any swap, hedge swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences consequence of ownership of Lock-Up Securitiesthe Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (ivB) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within any shares of Common Stock issued by the meaning of Section 16 of the Exchange Act, (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except (x) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or Company upon the exercise of warrants an option or options, in each case outstanding on warrant or the date hereof, (y) the filing of (A) a shelf registration statement on Form S-3 pursuant to the terms of the Contribution Agreement, dated July 9, 2024, by and between the Company, Solaris LLC, Xxxx X. Xxxxxxx, Xxxx Xxxx, J Turbines, Inc. and KTR Management Company, LLC and (B) a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to, the terms conversion of a plan described in the General Disclosure Package and the Final Prospectus and (z) issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any manner of any business, properties, assets or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (A) no more than an aggregate of 10% of the number of shares of the Company’s capital stock security outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (B) prior to the issuance of such shares of the Company’s capital stock, each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(l) for the remaining term of the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that the Representative consent referred to in writingthe Prospectus, (C) any shares of Common Stock, stock options, stock appreciation rights, restricted stock, restricted stock units or other stock-based awards issued granted pursuant to employee benefit plans of the Company described in the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan or (E) the filing of any registration statement on Form S-8. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Securities by the Company. For (A) Without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period specified below ending 180 days after the date of the Prospectus (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, pledge, sell, issue, contract to sell, pledge sell any option or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant contract to employee benefit planspurchase, qualified stock purchase any option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of its ADSs, Ordinary Shares or any securities convertible into or exercisable or exchangeable for any of its ADSs or Ordinary Shares (the “Lock-Up Securities Securities”) or (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (iiiii) enter into any swap, hedge swap or any other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (ivi) establish or increase a put equivalent position (ii) above is to be settled by delivery of its ADSs, Ordinary Shares or liquidate such other securities, in cash or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Actotherwise, (viii) file any registration statement with the Commission a registration statement under the Act relating to the offering of any of the Lock-Up Securities, or (iv) publicly disclose the intention to take make any such actionoffer, without sale, pledge, disposition or filing, or enter into any such swap or other arrangements. (B) The restrictions contained in the prior written consent preceding paragraph shall not apply to (a) the Offered Securities to be sold hereunder, (b) the issuance by the Company of the Representative, except (x) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or Ordinary Shares upon the exercise of warrants an option or options, in each case the conversion of a security outstanding on the date hereofhereof of which the Underwriters have been advised in writing, (yc) the filing establishment of (A) a shelf registration statement on Form S-3 trading plan pursuant to Rule 10b5-1 under the terms Exchange Act for the transfer of the Contribution AgreementADSs or Ordinary Shares, dated July 9, 2024, by and between provided that (i) such plan does not provide for the Company, Solaris LLC, Xxxx X. Xxxxxxx, Xxxx Xxxx, J Turbines, Inc. and KTR Management Company, LLC and (B) a registration statement on Form S-8 relating to, and transfer of the issuance and sale of ADSs or Ordinary Shares during the Lock-Up Securities pursuant to, the terms of a plan described in the General Disclosure Package and the Final Prospectus Period and (zii) issuances to the extent a public announcement or filing under the Exchange Act, if any, is required of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring voluntarily made by the Company by any manner regarding the establishment of any businesssuch plan, properties, assets such announcement or persons, in one transaction or filing shall include a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (A) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (B) prior to the issuance effect that no transfer of ADSs or Ordinary Shares may be made under such shares of the Company’s capital stock, each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(l) for the remaining term of plan during the Lock-Up Period. The initial , or (d) the filing of any registration statement on Form S-8. (C) If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a Lock-Up Period will commence on Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date hereof and continue for 60 of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days after before the effective date hereof of the release or such earlier date that the Representative consent to in writingwaiver.

Restriction on Sale of Securities by the Company. For During a period of 30 days from the period specified below (date of the “Lock-Up Period”)Prospectus, the Company will not, without the prior written consent of the Underwriter, (i) directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, pledge, sell, issue, contract to sell, pledge sell any option or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant contract to employee benefit planspurchase, qualified stock purchase any option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file, amend or supplement any registration statement under the 1933 Act with respect to effecting any of the foregoing (other than with respect to the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans Securities) or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (iiiii) enter into any swap, hedge swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences consequence of ownership of Lock-Up Securitiesthe Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (ivB) establish any shares of Common Stock issued by the Company upon the exercise of an option or increase warrant or the conversion of a put equivalent position security outstanding on the date hereof and issued under the Company’s existing employee benefit or liquidate stock-based compensation plans referred to in the Prospectus, (C) any shares of Common Stock issued or decrease a call equivalent position in Lockoptions to purchase Common Stock granted pursuant to existing employee benefit or other stock-Up Securities within the meaning of Section 16 based compensation plans of the Exchange ActCompany referred to in the Prospectus, (vD) file with any shares of Common Stock issued by the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except (x) issuances of Lock-Up Securities Company pursuant to the dividends or distributions payable to holders of the Common Stock generally consistent with expectations disclosed by the Company in the Registration Statements, Prospectus and General Disclosure Package, (E) registration statements on Form S-8 or the registration of any securities referenced in clauses (B) or (C) above, or (F) any shares of Common Stock issued by the Company upon the conversion or exchange redemption of convertible or exchangeable securities or the exercise of warrants or options, in each case any limited partnership interest issued by Cousins Properties L.P. and outstanding on the date hereof, (y) the filing of (A) a shelf registration statement on Form S-3 pursuant to the terms of the Contribution Agreement, dated July 9, 2024, by and between the Company, Solaris LLC, Xxxx X. Xxxxxxx, Xxxx Xxxx, J Turbines, Inc. and KTR Management Company, LLC and (B) a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to, the terms of a plan described in the General Disclosure Package and the Final Prospectus and (z) issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any manner of any business, properties, assets or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (A) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (B) prior to the issuance of such shares of the Company’s capital stock, each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(l) for the remaining term of the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that the Representative consent to in writing.

Restriction on Sale of Securities by the Company. For the period specified below (the “Company Lock-Up Period”), the Company M Holdings will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Company Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Company Lock-Up Securities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package)Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Company Lock-Up Securities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package)Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Company Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Company Lock-Up Securities within the meaning of Section 16 of the Exchange Act, (v) file with the Commission a registration statement under the Act relating to Company Lock-Up Securities, Securities or (vi) publicly disclose the intention to take any such action, without the prior written consent of the RepresentativeCredit Suisse Securities (USA) LLC, except (xA) awards pursuant to the terms of any equity compensation plans in effect on the date hereof (including any existing plans of Old Mosaic that are assumed by M Holdings upon the Merger) or as otherwise disclosed in the General Disclosure Package; provided that any such awards and the underlying Company Lock-Up Securities issued to any individual listed on Schedule D hereto shall remain subject to the terms of the lock-up letters signed by such individuals, (B) issuances of Company Lock-Up Securities pursuant to the conversion exercise or exchange vesting of convertible or exchangeable securities such awards or the exercise or vesting of warrants any other employee or options, in each case director equity awards outstanding on the date hereofhereof or granted in accordance with clause (A), (yC) the filing of (A) a shelf registration statement on Form S-3 pursuant to the terms of the Contribution Agreement, dated July 9, 2024, by and between the Company, Solaris LLC, Xxxx X. Xxxxxxx, Xxxx Xxxx, J Turbines, Inc. and KTR Management Company, LLC and (B) a any registration statement on Form S-8 relating to, and the issuance and sale to any such equity award plans or employee benefit plans (including any existing plans of Lock-Up Securities pursuant to, the terms of a plan described Old Mosaic that are assumed by M Holdings) disclosed in the General Disclosure Package Package, (D) the filing of any registration statement on Form S-3 to the extent such filing is required at that time by the terms of the Registration Agreement dated as of January 18, 2011, among Old Mosaic, M Holdings, Cargill and the Final Prospectus Trusts (the “Registration Agreement”) or the Letter Agreement dated as of January 18, 2011, by and among Old Mosaic, M Holdings, Cargill and the Trusts or (zE) issuances of Lock-Up Securities issued as consideration for in connection with any strategic acquisition, amalgamation, merger or other transaction to which M Holdings may become party up to a maximum number of shares in the acquisition of equity interests or assets of any person, or the acquiring by the Company by any manner of any business, properties, assets or persons, in one transaction or a series of related transactions or the filing of a registration statement related aggregate equal to such Lock-Up Securities; provided that (A) no more than an aggregate of 10% of the number of shares of the CompanyM Holdings’s capital stock Securities outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (B) prior after giving effect to the issuance Restructuring Transactions; provided that, for the purposes of such shares of the Company’s capital stockthis clause (E), each recipient of any such shares agrees Securities shall sign a lock-up letter substantially in writing to be the form of Exhibit A hereto and any such Securities issued shall remain subject to the “lock-up” described in this Section 5(l) for the remaining term of the Company Lock-Up Period. The initial Company Lock-Up Period will commence on the date hereof and continue for 60 180 days after the date hereof or such earlier date that the Representative consent Credit Suisse Securities (USA) LLC consents to in writing.

Restriction on Sale of Securities by the Company. For (A) Without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period specified below ending 180 days after the date of the Prospectus (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, pledge, sell, issue, contract to sell, pledge sell any option or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant contract to employee benefit planspurchase, qualified stock purchase any option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of its ADSs, Ordinary Shares or any securities convertible into or exercisable or exchangeable for any of its ADSs or Ordinary Shares (the “Lock-Up Securities Securities”) or (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (iiiii) enter into any swap, hedge swap or any other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (ivi) establish or increase a put equivalent position (ii) above is to be settled by delivery of its ADSs, Ordinary Shares or liquidate such other securities, in cash or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act, otherwise or (v3) file any registration statement with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except (x) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (y) the filing of (A) a shelf registration statement on Form S-3 pursuant to the terms of the Contribution Agreement, dated July 9, 2024, by and between the Company, Solaris LLC, Xxxx X. Xxxxxxx, Xxxx Xxxx, J Turbines, Inc. and KTR Management Company, LLC and (B) a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to, the terms of a plan described in the General Disclosure Package and the Final Prospectus and (z) issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets offering of any person, or the acquiring by the Company by any manner of any business, properties, assets or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (A) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (B) prior to the issuance of such shares of the Company’s capital stock, each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(l) for the remaining term of the Lock-Up Period. Securities. (B) The initial restrictions contained in the preceding paragraph shall not apply to (a) the Offered Securities to be sold hereunder, (b) the issuance by the Company of Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, or (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of the ADSs or Ordinary Shares, provided that (i) such plan does not provide for the transfer of the ADSs or Ordinary Shares during the Lock-Up Period will commence on and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of ADSs or Ordinary Shares may be made under such plan during the Lock-Up Period. (C) If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a Lock-Up Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date hereof and continue for 60 of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days after before the effective date hereof of the release or such earlier date that the Representative consent to in writingwaiver.

Restriction on Sale of Securities by the Company. For (A) Without the prior written consent of the Representative on behalf of the Underwriters, the Company will not, during the period specified below ending 180 days after the date of the Prospectus (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, pledge, sell, issue, contract to sell, pledge sell any option or otherwise dispose of Lock-Up Securities (other than the Offered Securities and shares issued pursuant contract to employee benefit planspurchase, qualified stock purchase any option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of its ADSs, Ordinary Shares or any securities convertible into or exercisable or exchangeable for any of its ADSs or Ordinary Shares (the “Lock-Up Securities Securities”) or (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (iiiii) enter into any swap, hedge swap or any other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (ivi) establish or increase a put equivalent position (ii) above is to be settled by delivery of its ADSs, Ordinary Shares or liquidate such other securities, in cash or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Actotherwise, (viii) file any registration statement with the Commission a registration statement under the Act relating to the offering of any of the Lock-Up Securities, or (iv) publicly disclose the intention to take make any such actionoffer, without sale, pledge, disposition or filing, or enter into any such swap or other arrangements. (B) The restrictions contained in the prior written consent preceding paragraph shall not apply to (a) the Offered Securities to be sold hereunder or the Ordinary Shares represented thereby, (b) the issuance by the Company of the Representative, except (x) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or Ordinary Shares upon the exercise of warrants an option or options, in each case the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the grant of options to purchase ordinary shares under the Company’s share incentive plans existing as of the date hereof, (yd) the filing establishment of (A) a shelf registration statement on Form S-3 trading plan pursuant to Rule 10b5-1 under the terms Exchange Act for the transfer of the Contribution AgreementADSs or Ordinary Shares, dated July 9, 2024, by and between provided that (i) such plan does not provide for the Company, Solaris LLC, Xxxx X. Xxxxxxx, Xxxx Xxxx, J Turbines, Inc. and KTR Management Company, LLC and (B) a registration statement on Form S-8 relating to, and transfer of the issuance and sale of ADSs or Ordinary Shares during the Lock-Up Securities pursuant to, the terms of a plan described in the General Disclosure Package and the Final Prospectus Period and (zii) issuances to the extent a public announcement or filing under the Exchange Act, if any, is required of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring voluntarily made by the Company by any manner regarding the establishment of any businesssuch plan, properties, assets such announcement or persons, in one transaction or filing shall include a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (A) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (B) prior to the issuance effect that no transfer of ADSs or Ordinary Shares may be made under such shares of the Company’s capital stock, each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(l) for the remaining term of plan during the Lock-Up Period. The initial , or (d) the filing of any registration statement on Form S-8, provided, however, that the Company shall be permitted during the Lock-Up up Period will commence to issue securities upon the exercise of an option or a warrant, the vesting of a restricted share unit or the conversion of a security outstanding on the date hereof as described in the Time of Sale Prospectus or the Prospectus. (C) If the Representative, in their sole discretion, agree to release or waive the restrictions set forth in a Lock-Up Letter for an officer or director of the Company and continue for 60 provides the Company with notice of the impending release or waiver at least three business days after before the effective date hereof of the release or such earlier waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date that of the Representative consent to in writingrelease or waiver.