Common use of Offering Lock-Up Clause in Contracts

Offering Lock-Up. If during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee share option, share purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Ordinary Shares or securities convertible into, or exchangeable or exercisable for, such securities or otherwise informs the Investors that it intends to conduct such an offering utilizing an effective registration statement or pursuant to an offering exempt from or not subject to the registration requirements under the Securities Act, the Investor and each Holder shall, if requested by the managing underwriter or underwriters and only to the extent that substantially all of the Company’s officers, directors and holders of [***]% or more of the Class A Shares are also so requested, enter into a customary (it being understood and agreed that a lock-up extending for greater than 90 days shall not be considered customary) “lock-up” agreement relating to the sale, offering or distribution of Registrable Securities, in the form reasonably requested by the managing underwriter or underwriters, covering the period commencing on the date of the prospectus or offering memorandum pursuant to which such offering may be made and continuing until the date on which the Company’s “lock-up” agreement with the underwriters in connection with the offering expires, provided, however that (A) any such customary “lock-up” agreement shall be subject to “most favored nations” exceptions granted to any other Person and (B) such “lock-up” agreement shall not apply to any Subject Shares that at such time have been transferred or granted as any form of security permitted by Section 4.3(a) to a Third Party Lender in connection with a Permitted Loan, or which may be transferred or granted as any form of security permitted by Section 4.3(a) to a Third Party Lender in connection with a Permitted Loan during the 90 day period contemplated herein.4.5

Offering Lock-Up. If during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee share option, share purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Ordinary Shares or securities convertible into, or exchangeable or exercisable for, such securities or otherwise informs the Investors that it intends to conduct such an offering utilizing an effective registration statement or pursuant to an offering exempt from or not subject to the registration requirements under the Securities Act, the Investor and each Holder shall, if requested by the managing underwriter or underwriters and only to the extent that substantially all of the Company’s officers, directors and holders of [***]% or more of the Class A Shares are also so requested, enter into a customary (it being understood and agreed that a lock-up extending for greater than 90 days shall not be considered customary) “lock-up” agreement relating to the sale, offering or distribution of Registrable Securities, in the form reasonably requested by the managing underwriter or underwriters, covering the period commencing on the date of the prospectus or offering memorandum pursuant to which such offering may be made and continuing until the date on which the Company’s “lock-up” agreement with the underwriters in connection with the offering expires, provided, however that (A) any such customary “lock-up” agreement shall be subject to “most favored nations” exceptions granted to any other Person and (B) such “lock-up” agreement shall not apply to any Subject Shares that at such time have been transferred or granted as any form of security permitted by Section 4.3(a) to a Third Party Lender in connection with a Permitted Loan, or which may be transferred or granted as any form of security permitted by Section 4.3(a) to a Third Party Lender in connection with a Permitted Loan during the 90 day period contemplated herein.4.5Person.