Common use of Agreement to Lock-Up Clause in Contracts

Agreement to Lock-Up. Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed (x) one hundred eighty (180) days in the case of the Company’s initial public offering ( the “IPO”), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or (y) ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock (whether such shares of Capital Stock are then owned by the Key Holder or are thereafter acquired), or (b) 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 Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers, directors and holders of more than five percent (5%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with the IPO and/or other registration(s) are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with the IPO and/or other registration(s) that are consistent with this Section 5 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders of Capital Stock subject to such agreements, based on the number of shares subject to such agreements.

Agreement to Lock-Up. Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed (x) one hundred eighty (180) days in the case of the Company’s initial public offering ( the “IPO”Initial Offering (as defined below), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1y) the publication or other distribution of research reports reports, and (2z) analyst recommendations and opinions, including, but not limited towithout limitation, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or (y) ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto)Initial Offering, (a) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, ; or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Common Stock or any securities convertible into or exercisable or exchangeable (whether directly or indirectly) for Common Stock held immediately before the effective date of the registration statement for such shares of Capital Stock are then owned by the Key Holder or are thereafter acquired), offering or (b) 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 Capital Stocksuch securities, whether any such transaction described in the foregoing clause (a) or (b) above is to be settled by delivery of Capital Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 5 5.1 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any Affiliate or trust for the direct or indirect benefit of the Key Holder or any family member of the Key Holder, provided that any such Affiliate or trustee of such trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall only be applicable to the Key Holders only if all officers, officers and directors are subject to the same restrictions and holders of the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five one percent (51%) of the Company’s outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions). The underwriters in connection with the IPO and/or other registration(s) such registration are intended third-party beneficiaries of this Section 5 5.1 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with the IPO and/or other registration(s) that are consistent with this Section 5 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders of Capital Stock parties subject to such agreements, based on the number of shares subject to such agreements. For purposes hereof, “Initial Offering” means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

Agreement to Lock-Up. Each Key Holder Purchaser hereby agrees that it will not, without the prior written consent of the managing underwriter, Company during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, Closing Date and ending on the date specified by the Company and the managing underwriter (such period not to exceed (x) one hundred eighty (180) days in the case of the Company’s initial public offering ( the “IPO”), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or (y) that is ninety (90) days in after the case of any registration other than Closing Date (the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on “Lock-Up Period”) (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock (whether such shares of Capital Stock are then owned by the Key Holder or are thereafter acquired), Common Stock; or (bii) 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 Capital any shares of Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Capital Common Stock or other securities, in cash or otherwise. The foregoing ; provided that this Section 4.2 shall not apply to any transfer of Shares by such Purchaser to its Affiliates; provided that, as a condition of such transfer, such ▇▇▇▇▇▇▇▇▇ agrees in writing to be bound by the provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers, directors and holders of more than five percent (5%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) are subject 4.2 to the same restrictionsextent as such Purchaser. The underwriters Notwithstanding the foregoing, each Purchaser or their respective Permitted Transferees may transfer shares of Common Stock during the Lock-Up Period (x) to (1) such Purchaser’s officers or directors, (2) any immediate family members of such Purchaser’s officers or directors, or (3) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, (y) to the Company; or (z) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the IPO and/or Board or a duly authorized committee thereof or other registration(ssimilar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (x)(1) are intended third-party beneficiaries of to (x)(3), it shall be a condition to the transfer that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 5 4.2 and there shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder be no further agrees to execute transfer of such agreements as may be reasonably requested by the underwriters capital stock except in connection with the IPO and/or other registration(s) that are consistent accordance with this Section 5 or 4.2, and provided further that are necessary any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to give further effect thereto. Any discretionary waiver or termination the expiration of the restrictions Lock-Up Period, any person or entity to whom such Purchaser is permitted to transfer such shares of any or all Common Stock prior to the expiration of such agreements by the Company or the underwriters shall apply pro rata Lock-Up Period pursuant to all holders of Capital Stock subject to such agreements, based on the number of shares subject to such agreementsthis Section 4.2.

Agreement to Lock-Up. Each Key Holder The Purchaser hereby agrees that it will not, without the prior written consent of the managing underwriter, Company during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, Closing Date and ending on the date specified by the Company and the managing underwriter (such period not to exceed (x) that is one hundred and eighty (180) days in after the case of the Company’s initial public offering ( Closing Date (the “IPOLock-Up Period”), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on ) (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or (y) ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock (whether such shares of Capital Stock are then owned by the Key Holder or are thereafter acquired), Company Common Stock; or (bii) 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 Capital any shares of Company Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Capital Company Common Stock or other securities, in cash or otherwise. The foregoing provisions Notwithstanding the foregoing, the Purchaser or its Permitted Transferees may transfer shares of this Section 5 shall not apply Company Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers, directors and holders of more than five percent Company; or (5%iii) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of the IPO and/or Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other registration(sproperty subsequent to the Closing Date; provided, however, that in the case of clauses (i)(a) are intended third-party beneficiaries of to (i)(c), it shall be a condition to the transfer that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 5 4.1 and there shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder be no further agrees to execute transfer of such agreements as may be reasonably requested by the underwriters capital stock except in connection with the IPO and/or other registration(s) that are consistent accordance with this Section 5 or 4.1, and provided further that are necessary any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to give further effect thereto. Any discretionary waiver or termination the expiration of the restrictions Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of any or all Company Common Stock prior to the expiration of such agreements by the Company or the underwriters shall apply pro rata Lock-Up Period pursuant to all holders of Capital Stock subject to such agreements, based on the number of shares subject to such agreementsthis Section 4.1(a).

Agreement to Lock-Up. Each Key Holder Purchaser hereby agrees that it will not, without the prior written consent of the managing underwriter, Company during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, Closing Date and ending on the date specified by the Company and the managing underwriter (such period not to exceed (x) one hundred eighty (180) days in the case of the Company’s initial public offering ( the “IPO”), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or (y) that is ninety (90) days in after the case of any registration other than Closing Date (the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on “Lock-Up Period”) (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock (whether such shares of Capital Stock are then owned by the Key Holder or are thereafter acquired), Company Common Stock; or (bii) 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 Capital any shares of Company Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Company Common Stock or other securities, in cash or otherwise. The foregoing ; provided, that this Section 4.1 shall not apply to any transfer of Shares by such Purchaser to its Affiliates, provided that as a condition of such transfer, such Affiliate agrees in writing to be bound by the provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers, directors and holders of more than five percent (5%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) are subject 4.1 to the same restrictionsextent as such Purchaser. The underwriters Notwithstanding the foregoing, each Purchaser or their respective Permitted Transferees may transfer shares of Company Common Stock during the Lock-Up Period (a) to (i) such Purchaser’s officers or directors, (ii) any immediate family members of such Purchaser’s officers or directors, or (iii) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, (b) to the Company; or (c) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the IPO and/or Company’s board of directors or a duly authorized committee thereof or other registration(ssimilar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (a)(i) are intended third-party beneficiaries of to (a)(iii), it shall be a condition to the transfer that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 5 4.1 and there shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder be no further agrees to execute transfer of such agreements as may be reasonably requested by the underwriters capital stock except in connection with the IPO and/or other registration(s) that are consistent accordance with this Section 5 or 4.1, and provided further that are necessary any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to give further effect thereto. Any discretionary waiver or termination the expiration of the restrictions Lock-Up Period, any person or entity to whom such Purchaser is permitted to transfer such shares of any or all Company Common Stock prior to the expiration of such agreements by the Company or the underwriters shall apply pro rata Lock-Up Period pursuant to all holders of Capital Stock subject to such agreements, based on the number of shares subject to such agreementsthis Section 4.1(a).

Agreement to Lock-Up. Each Key Holder and Major Investor hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares Company’s first underwritten public offering of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3of 1933, as amended (the “IPO”), and ending on the date specified by the Company and the managing underwriter (such period not to exceed (x) one hundred eighty (180l80) days in the case of the Company’s initial public offering ( the “IPO”days), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or (y) ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports reports; and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock (whether such shares held immediately prior to the effectiveness of Capital Stock are then owned by the Key Holder or are thereafter acquired), registration statement for the IPO; or (b) 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 Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, the Key Holder or the immediate family of the Key Holder, provided that the trustee of the trust or the entity, as applicable, agrees to be bound in writing by the restrictions set forth herein and the terms of the Transaction Agreements, and provided further that any such transfer shall not involve a disposition for value, and shall only be applicable to the Key Holders and Major Investors if all officers, officers and directors and holders of more than five percent (5%) of the outstanding Common Stock (after giving effect to the conversion enter into Common Stock of all outstanding Preferred Stock) are subject to the same restrictionssimilar agreements. The underwriters in connection with the IPO and/or other registration(s) are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder and Major Investor further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with the IPO and/or other registration(s) that are consistent with this Section 5 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders of Capital Stock subject to such agreements, based on the number of shares subject to such agreements.

Agreement to Lock-Up. Each Key Holder Purchaser hereby agrees that it will not, without the prior written consent of the managing underwriter, Company during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, Closing Date and ending on the date specified by the Company and the managing underwriter (such period not to exceed (x) one hundred eighty (180) days in the case of the Company’s initial public offering ( the “IPO”), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or (y) that is ninety (90) days in after the case of any registration other than Closing Date (the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on “Lock-Up Period”) (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock (whether such shares of Capital Stock are then owned by the Key Holder or are thereafter acquired), Company Common Stock; or (bii) 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 Capital any shares of Company Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Company Common Stock or other securities, in cash or otherwise. The foregoing ; provided, that this Section 4.1 shall not apply to any transfer of Shares by such Purchaser to its Affiliates, provided that as a condition of such transfer, such Affiliate agrees in writing to be bound by the provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers, directors and holders of more than five percent (5%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) are subject 4.1 to the same restrictionsextent as such Purchaser. The underwriters Notwithstanding the foregoing, each Purchaser or their respective Permitted Transferees may transfer shares of Company Common Stock during the Lock-Up Period (a) to (i) such Purchaser’s officers or directors, (ii) any immediate family members of such Purchaser’s officers or directors, or (iii) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, (b) to the Company; or (c) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the IPO and/or Board or a duly authorized committee thereof or other registration(ssimilar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (a)(i) are intended third-party beneficiaries of to (a)(iii), it shall be a condition to the transfer that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 5 4.1 and there shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder be no further agrees to execute transfer of such agreements as may be reasonably requested by the underwriters capital stock except in connection with the IPO and/or other registration(s) that are consistent accordance with this Section 5 or 4.1, and provided further that are necessary any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to give further effect thereto. Any discretionary waiver or termination the 271063633 v6 expiration of the restrictions Lock-Up Period, any person or entity to whom such Purchaser is permitted to transfer such shares of any or all Company Common Stock prior to the expiration of such agreements by the Company or the underwriters shall apply pro rata Lock-Up Period pursuant to all holders of Capital Stock subject to such agreements, based on the number of shares subject to such agreementsthis Section 4.1(a).

Agreement to Lock-Up. Each Key Holder The Purchaser hereby agrees that it will not, without the prior written consent of the managing underwriter, Company during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, Closing Date and ending on the date specified by the Company and the managing underwriter (such period not to exceed (x) that is one hundred and eighty (180) days in after the case of the Company’s initial public offering ( Closing Date (the “IPOLock-Up Period”), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on ) (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or (y) ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock (whether such shares of Capital Stock are then owned by the Key Holder Ordinary Shares or are thereafter acquired), ADSs; or (bii) 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 Capital Stockany Ordinary Shares or ADSs, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Capital Stock Ordinary Shares or ADSs or other Company securities, in cash or otherwise. The foregoing provisions Notwithstanding the foregoing, the Purchaser or its Permitted Transferees may transfer Ordinary Shares or ADSs during the Lock-Up Period (i) to (a) such Purchaser’s affiliates (as defined in Rule 405 promulgated under the Securities Act) and its and their respective officers or directors, (b) any immediate family members of this Section 5 shall not apply such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, (d) as one or more bona fide gifts or charitable contributions, (ii) to the sale of any shares to an underwriter Company; (iii) under a trading plan established pursuant to an underwriting agreement, and shall only be applicable to Rule 10b5-1 under the Key Holders if all officers, directors and holders of more than five percent (5%) Exchange Act that is existing as of the outstanding Common Stock date hereof; or (after giving effect to the conversion into Common Stock of all outstanding Preferred Stockiv) are subject to the same restrictions. The underwriters in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of the IPO and/or Company’s shareholders having the right to exchange their Ordinary Shares or ADSs for cash, securities or other registration(sproperty subsequent to the Closing Date; provided, however, that in the case of clauses (i)(a) are intended third-party beneficiaries of to (i)(d), it shall be a condition to the transfer that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 5 4.10 and there shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder be no further agrees to execute transfer of such agreements as may be reasonably requested by the underwriters capital stock except in connection with the IPO and/or other registration(s) that are consistent accordance with this Section 5 or 4.10, and provided further that are necessary any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to give further effect thereto. Any discretionary waiver or termination the expiration of the restrictions Lock-Up Period, any person or entity to whom such Purchaser is permitted to transfer such Ordinary Shares or ADSs prior to the expiration of the Lock-Up Period pursuant to this Section 4.10(a). For the avoidance of doubt, this Section 4.10 applies only to the Securities purchased pursuant to this Agreement and not any other holdings in the Company the Purchaser or its affiliates may have now or in the future. This Section 4.10 shall not prevent a Purchaser from establishing trading plans pursuant to Rule 10b5-1 under the Exchange Act for the transfer of any Ordinary Shares or all ADSs, provided that such plans do not provide for the transfer of such agreements by securities during the Company or the underwriters shall apply pro rata to all holders of Capital Stock subject to such agreements, based on the number of shares subject to such agreementsLock-Up Period.