Common use of EXECUTION VERSION Clause in Contracts

EXECUTION VERSION. Amount would exceed the Post-Effective Limit, (ii) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would not directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such positions, in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Shares that Dealer could receive hereunder.

EXECUTION VERSION. Amount would exceed For purposes of this Agreement, a "Change in Control" of SLL shall be deemed to occur if (i) over a twelve (12) month period, a person or group of persons acquires shares of SLL representing thirty-five percent (35%) of the Post-Effective Limit, voting power of SLL or a majority of the members of the Board is replaced by directors not endorsed by the members of the Board before their appointment or (ii) the Dealer Group would a person or group of persons (other than a person or group of persons controlled, directly or indirectly so beneficially own in excess indirectly, by shareholders of SLL) acquires forty percent (40%) or more of the Threshold Number gross fair market value of Sharesthe assets of SLL over a 12-week period. The interpretation of the meanings of the terms in the preceding sentence shall be made in accordance with the meanings ascribed to those terms under Section 409A of the Code, except that the words “person,” “persons” or “group” in the immediately preceding sentence shall be interpreted in accordance with the meanings ascribed to those words under Section 280G of the Code and the regulations thereunder. In the event that Employee's employment terminates pursuant to this Section 5(e), then the Company shall pay to Employee within sixty (60) days after the date of termination: (i) any unpaid accrued Base Salary pursuant to Section 3(a)(i), above, and any unpaid accrued Incentive Bonus pursuant to Section 3(a)(ii), above, in each case to which Employee was entitled as of the date of termination; (ii) any amount due to Employee as of the date of termination as reimbursement of expenses under Section 3(e), above; (iii) Dealer would directly or indirectly hold in excess any unpaid accrued Vacation Payment to which Employee was entitled as of the Exchange Limit, or date of termination; (iv) such delivery would result a lump sum amount equal to two and a half (2.5) times the sum of (A) one year of Base Salary in a violation effect on the date of the Counterparty Stock Ownership Restriction. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result termination of this provision, CounterpartyEmployee’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, employment plus (iB) the Share Amount would Target Incentive Bonus in effect for the year of termination (as if the applicable performance criteria have been met irrespective of whether or not exceed that is the Post-Effective Limit, case); and (iiv) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would not directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein lump sum amount equal to the contrary, if any delivery owed maximum monthly premium the Family would be required to Dealer hereunder pay pursuant to COBRA in order to avail them of continuation of medical and dental coverage in effect immediately prior to termination (assuming all were eligible for such continuation) multiplied by twenty four (24). For avoidance of doubt it is not made, understood that the amount described in whole or in part, as a result clause (v) of the immediately preceding paragraph, Dealer sentence shall be permitted due regardless of whether the Family elects COBRA coverage, procures other medical and dental coverage or elects to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such positions, in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoingcoverage. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both Furthermore: (i) Physical Settlement applies in the event Employee's employment with the Company terminates pursuant to this Section 5(e) due to termination by Employee for Good Reason or by the Company without Cause, Employee shall be entitled to an amount equal to the Termination Incentive Bonus payable within sixty (60) days following the end of the Year in which the termination occurred; and (ii) no restrictions on in the delivery event Employee's employment with the Company terminates pursuant to this Section 5(e) due to death or Disability, Employee shall be entitled to an amount equal to the Pro-Rata Target Bonus payable within sixty (60) days after the date of Shares hereunder termination. Furthermore, in the event that Employee's employment terminates pursuant to this Section 5(e), then, in addition to Employee’s rights under any applicable equity award agreements, Employee shall also be entitled to immediate vesting of any unvested equity awards granted to Employee by SLL, unless otherwise provided in Section 3(f) with respect to Performance Awards and in addition to Employee’s rights under any applicable share option agreements, any share options held by Employee at the time of termination which were granted to Employee by SLL, shall remain exercisable until the earlier of two (2) years following Employee's date of termination and, if applicable, then the Counterparty Stock Ownership Restriction date (or dates) any such options would not apply so as to limit otherwise expire in the number absence of Shares that Dealer could receive hereunderEmployee's termination.

EXECUTION VERSION. Amount would exceed If Counterparty delivers the Post-Effective Limit, (ii) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed Restricted Shares pursuant to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, clause (i) (a “Private Placement Settlement”), then delivery of Restricted Shares by Counterparty shall be effected in accordance with private placement procedures customary for private placements of equity securities of substantially similar size with respect to such Restricted Shares reasonably acceptable to Dealer; provided that Counterparty may not elect a Private Placement Settlement if, on the Share Amount date of its election, it has taken, or caused to be taken, any action that would not exceed make unavailable either the Post-Effective Limit, (iiexemption pursuant to Section 4(a)(2) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would not directly or indirectly hold in excess of Securities Act for the Exchange Limit, or (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the immediately preceding paragraph. Counterparty represents and warrants toSecurities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer), and agrees if Counterparty fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with Dealer thatrespect to Counterparty and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, ownership positions of Counterparty’s common stock held by covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of its affiliates solely the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its capacity as good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer hereunder in a nominee or fiduciary (where commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer and such affiliates have no economic interest may only be saleable by Dealer at a discount to reflect the lack of liquidity in such positions) do not constitute “ownership” by DealerRestricted Shares. Notwithstanding the Agreement or this Confirmation, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” date of delivery of such positions, in each case, for purposes Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that Dealer could receive hereunderwould otherwise be applicable.

EXECUTION VERSION. Amount would exceed other findings that may negatively impact the Post-Effective Limitbusiness, (ii) the Dealer Group would directly reputation or indirectly so beneficially own in excess prospects of the Threshold Number of SharesIndemnified Party or could otherwise adversely affect the Indemnified Party and the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, (iii) Dealer would directly or indirectly hold in excess no settlement shall be effected without the advance written consent of the Exchange Limit, or Indemnified Person (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery which consent shall not be extinguished unreasonably withheld). The Indemnified Person shall be entitled to participate at its own expense and Counterparty by its own counsel in any Proceedings relating to any Third-Party Claim, and the Indemnified Person shall make be entitled to assume the defense of such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) claim with counsel of its own choice at the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess expense of the Threshold Number Indemnifying Person if representation by both parties by the same counsel presents a conflict of Sharesinterest or is otherwise inappropriate under applicable standards of professional conduct. The Indemnifying Person shall, within thirty (iii30) Dealer would not directly or indirectly hold in excess days of receipt of the Exchange LimitIndemnification Notice, notify the Indemnified Person of its intention to assume the defense of any such claim. Until the Indemnified Person has received notice of the Indemnifying Person’s election whether to defend any such claim, the Indemnified Person shall take reasonable steps to defend (but not settle or compromise) such claim. If the Indemnifying Person shall decline to assume the defense of any such claim, or shall fail to notify the Indemnified Person within thirty (iv30) such delivery would not result in a violation days after receipt of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result Indemnification Notice of the immediately preceding paragraphIndemnifying Person’s election to defend such claim, Dealer the Indemnified Person shall defend such claim. The expenses of all proceedings, contests or lawsuits in respect of any such claims (other than those incurred by the Indemnified Person which are referred to in the first clause of the third sentence of this Section 6.10) shall be permitted borne by the Indemnifying Person but only if the Indemnifying Person is responsible pursuant hereto to make any payment due indemnify the Indemnified Person in respect of such Shares to Counterparty in two or more tranches that correspond in amount claim and, if applicable, only to the number extent required by ARTICLE 6. Regardless of Shares delivered by Counterparty to Dealer pursuant to which party shall assume the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” defense of such positionsclaim, the parties agree to cooperate fully with one another in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Shares that Dealer could receive hereunderconnection therewith.

EXECUTION VERSION. Amount would exceed The undersigned further agrees that, for the PostLock-Effective LimitUp Period, (ii) the Dealer Group would directly or indirectly so beneficially own in excess undersigned will not, without the prior written consent of the Threshold Number of SharesDesignated Representative, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limitmake any demand for, or (iv) exercise any right with respect to, the registration of ADS or any securities convertible into or exercisable or exchangeable for Offered ADS, or warrants or other rights to purchase ADS or any such delivery securities that would result in a violation public filing under the Exchange Act or the Securities Act during the Lock-Up Period. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to the Offered ADS or other securities subject to this Lock-Up Agreement of which the undersigned is the record holder, and, with respect to the Offered ADS or other securities subject to this Lock-Up Agreement of which the undersigned is the beneficial owner but not the record holder, the undersigned hereby agrees to cause such record holder to authorize the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to such shares or other securities, in each case, except in compliance with the foregoing restrictions. If the undersigned is an officer or director of the Counterparty Stock Ownership Restriction. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such deliveryCompany, (i) the Share Amount would not exceed Underwriters agree that, at least five business days before the Post-Effective Limiteffective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Offered ADSs, the Designated Representative will notify the Company of the impending release or waiver, and (ii) the Dealer Group would not directly Company agrees in the Underwriting Agreement to announce the impending release or indirectly so beneficially own in excess waiver by press release through a major news service at least two business days before the effective date of the Threshold Number release or waiver. Any release or waiver granted by the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of Shares, such press release. The provisions of this paragraph will not apply if (iiia) Dealer would the release or waiver is effected solely to permit a transfer not directly or indirectly hold for consideration and (b) the transferee has agreed in excess writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of the Exchange Limit, or (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such positions, in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Shares that Dealer could receive hereundertransfer.