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

Restriction on Sale of Securities by the Selling Shareholders. For the period specified below (the “Lock-Up Period”), each Selling Shareholder will not, directly or indirectly, take any of the following actions with respect to any Ordinary Shares or any securities convertible into or exchangeable or exercisable for any Ordinary Shares (“Lock-Up Securities”): (i) offer, sell, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up 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 or (v) publicly disclose the intention to take any of the foregoing actions, without the prior written consent of the Representative. The initial Lock-Up Period will commence on the date hereof and continue for 30 days after the date hereof or such earlier date that the Representative consents to in writing. Notwithstanding the foregoing paragraph, the foregoing restrictions with respect to the Selling Shareholders shall not apply to: (i) any sale of Ordinary Shares acquired by such Selling Shareholder in the open market following the date hereof; (ii) any transfer of Lock-Up Securities (A) to a family member or trust, (B) as a bona fide gift or gifts, (C) by will or intestate succession or (D) pursuant to a sale of 100% of the outstanding Ordinary Shares (including, without limitation, in connection with a tender offer for such Ordinary Shares or by way of merger of the Company with another person) to a third party or group of third parties that are not affiliates of the Company, provided that the opportunity to participate in such sale, tender offer, merger or other such transaction is offered to all holders of Ordinary Shares or, with respect to any statutory merger of consolidation in which the Company is a constituent company, the participation of holders of Ordinary Shares is not voluntary (or is otherwise pursuant to an exercise of dissenters’ rights applicable to any such statutory merger or consolidation); (iii) any transfer of Lock-Up Securities to a nominee or custodian of a person or entity to whom a disposition or transfer would be permitted under this Section 5(k); (iv) any transfer of Lock-Up Securities by the Selling Shareholders to any wholly-owned subsidiary or any shareholders, partners, members or similar persons of the Selling Shareholders; (v) the Offered Securities to be sold by such Selling Shareholder pursuant to this Agreement; and (vi) any sale, transfer or other disposition of Ordinary Shares by any of the Selling Shareholders or their transferees (in an aggregate amount for all such Ordinary Shares not to exceed 150,000 Ordinary Shares); provided that: (A) for the purposes of clauses (ii), (iii) and (iv), it shall be a condition to such transfer that the transferee (if not already subject to this Agreement as a Selling Shareholder) executes and delivers to the Representative a written agreement that is satisfactory to the Representative stating that the transferee is receiving and agrees to hold such Lock-Up Securities subject to and in accordance with the provisions and restrictions in this Section 5(k) and that there shall be no further transfer of such Lock-Up Securities except in accordance with this Section 5(k), provided that for the purposes of subclause (ii)(D), such agreement shall terminate at such time as such third party or group of third parties have acquired 100% of the outstanding Ordinary Shares; (B) for the purposes of clauses (ii)(A) through (C), (iii) and (iv), any such transfer shall not involve a disposition for value; and (C) for the purposes of clauses (i) through (iii) (except for subclause (ii)(D)), no filing under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer and no other public filing, report or announcement regarding such transfer is voluntarily effected by any party to such transfer.

Restriction on Sale of Securities by the Selling Shareholders. For the period specified below (the “Lock-Up Period”), each Selling Shareholder will not, directly or indirectly, take any of the following actions with respect to any Ordinary Shares or any securities convertible into or exchangeable or exercisable for any Ordinary Shares (“Lock-Up Securities”): (i) offer, sell, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up 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 or (v) publicly disclose the intention to take any of the foregoing actions, without the prior written consent of the Representative. The initial Lock-Up Period will commence on the date hereof and continue for 30 days after the date hereof or such earlier date that the Representative consents to in writing. Notwithstanding the foregoing paragraph, the foregoing restrictions with respect to the Selling Shareholders shall not apply to: (i) any sale of Ordinary Shares acquired by such Selling Shareholder in the open market following the date hereof; (ii) any transfer of Lock-Up Securities (A) to a family member or trust, (B) as a bona fide gift or gifts, (C) by will or intestate succession or (D) pursuant to a sale of 100% of the outstanding Ordinary Shares (including, without limitation, in connection with a tender offer for such Ordinary Shares or by way of merger of the Company with another person) to a third party or group of third parties that are not affiliates of the Company, provided that the opportunity to participate in such sale, tender offer, merger or other such transaction is offered to all holders of Ordinary Shares or, with respect to any statutory merger of consolidation in which the Company is a constituent company, the participation of holders of Ordinary Shares is not voluntary (or is otherwise pursuant to an exercise of dissenters’ rights applicable to any such statutory merger or consolidation); (iii) any transfer of Lock-Up Securities to a nominee or custodian of a person or entity to whom a disposition or transfer would be permitted under this Section 5(k); (iv) any transfer of Lock-Up Securities by the Selling Shareholders to any wholly-owned subsidiary or any shareholders, partners, members or similar persons of the Selling Shareholders; (v) the Offered Securities to be sold by such Selling Shareholder pursuant to this Agreement; and (vi) any sale, transfer or other disposition of Ordinary Shares by any of the Selling Shareholders or their transferees (in an aggregate amount for all such Ordinary Shares not to exceed 150,000 Ordinary Shares); provided that: (A) for the purposes of clauses (ii), (iii) and (iv), it shall be a condition to such transfer that the transferee (if not already subject to this Agreement as a Selling Shareholder) executes and delivers to the Representative a written agreement that is satisfactory to the Representative stating that the transferee is receiving and agrees to hold such Lock-Up Securities subject to and in accordance with the provisions and restrictions in this Section 5(k) and that there shall be no further transfer of such Lock-Up Securities except in accordance with this Section 5(k), provided that for the purposes of subclause (ii)(D), such agreement shall terminate at such time as such third party or group of third parties have acquired 100% of the outstanding Ordinary Shares; (B) for the purposes of clauses (ii)(A) through (C), (iii) and (iv), any such transfer shall not involve a disposition for value; and (C) for the purposes of clauses (i) through (iiiiv) (except for subclause (ii)(D)), no filing under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer and no other public filing, report or announcement regarding such transfer is voluntarily effected by any party to such transfer.

Restriction on Sale of Securities by the Selling Shareholders. For the period specified below (the “Lock-Up Period”), each Selling Shareholder will not, directly or indirectly, take any of the following actions with respect to any Ordinary Shares or any securities convertible into or exchangeable or exercisable for any Ordinary Shares (“Lock-Up Securities”): (i) offer, sell, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up 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 or (v) publicly disclose the intention to take any of the foregoing actions, without the prior written consent of the Representative. The initial Lock-Up Period will commence on the date hereof and continue for 30 days after the date hereof or such earlier date that the Representative consents to in writing. Notwithstanding the foregoing paragraph, the foregoing restrictions with respect to the Selling Shareholders shall not apply to: (i) any sale of Ordinary Shares acquired by such Selling Shareholder in the open market following the date hereof; (ii) any transfer of Lock-Up Securities (A) to a family member or trust, (B) as a bona fide gift or gifts, (C) by will or intestate succession or (D) pursuant to a sale of 100% of the outstanding Ordinary Shares (including, without limitation, in connection with a tender offer for such Ordinary Shares or by way of merger of the Company with another person) to a third party or group of third parties that are not affiliates of the Company, provided that the opportunity to participate in such sale, tender offer, merger or other such transaction is offered to all holders of Ordinary Shares or, with respect to any statutory merger of consolidation in which the Company is a constituent company, the participation of holders of Ordinary Shares is not voluntary (or is otherwise pursuant to an exercise of dissenters’ rights applicable to any such statutory merger or consolidation); (iii) any transfer of Lock-Up Securities to a nominee or custodian of a person or entity to whom a disposition or transfer would be permitted under this Section 5(k); (iv) any transfer of Lock-Up Securities by the Selling Shareholders to any wholly-owned subsidiary or any shareholders, partners, members or similar persons of the Selling Shareholders; (v) the Offered Securities to be sold by such Selling Shareholder pursuant to this Agreement; (vi) the sale of 8,500,000 Ordinary Shares in the separate private transaction that is described under “Selling Shareholders” in the General Disclosure Package and (vivii) any sale, transfer or other disposition of Ordinary Shares by any of the Selling Shareholders or their transferees (in an aggregate amount for all such Ordinary Shares not to exceed 150,000 Ordinary Shares); provided that: (A) for the purposes of clauses (ii), (iii) and (iv), it shall be a condition to such transfer that the transferee (if not already subject to this Agreement as a Selling Shareholder) executes and delivers to the Representative a written agreement that is satisfactory to the Representative stating that the transferee is receiving and agrees to hold such Lock-Up Securities subject to and in accordance with the provisions and restrictions in this Section 5(k) and that there shall be no further transfer of such Lock-Up Securities except in accordance with this Section 5(k), provided that for the purposes of subclause (ii)(D), such agreement shall terminate at such time as such third party or group of third parties have acquired 100% of the outstanding Ordinary Shares; (B) for the purposes of clauses (ii)(A) through (C), (iii) and (iv), any such transfer shall not involve a disposition for value; and (C) for the purposes of clauses (i) through (iii) (except for subclause (ii)(D)), no filing under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer and no other public filing, report or announcement regarding such transfer is voluntarily effected by any party to such transfertransfer.1 1 Please advise if booster shot language is needed.