Common use of Offering Lock-Up Clause in Contracts

Offering Lock-Up. The Holders shall, if requested in good faith by the Company and an underwriter of Common Stock in connection with any public offering involving an underwriting of Common Stock of the Company for the Company’s own account, agree not to Dispose of any Shares of Then Outstanding Common Stock and/or Common Stock Equivalents for a specified period of time, such period of time not to exceed thirty (30) days (a “Lock-Up Agreement”), provided that such agreement shall not restrict the Holder’s ability to Dispose of any Shares of Then Outstanding Common Stock and/or Common Stock Equivalents in accordance with Section 4.3 or to a Permitted Transferee in accordance with Section 4.1. Any Lock-Up Agreement shall be in writing in a form reasonably satisfactory to the Company, the managing underwriter(s) in such offering and the Holders. The Company may impose stop transfer instructions with respect to the Shares of Then Outstanding Common Stock and Common Stock Equivalents subject to the foregoing restrictions until the end of the specified period of time. The foregoing provisions of this Section 4.4 shall not apply (a) if the Holders collectively own less than five percent (5%) of the Shares of Then Outstanding Common Stock and/or Common Stock Equivalents, or (b) to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Investors only if all officers and directors and all stockholders beneficially owning (individually or as a “group” (within the meaning of Section 13(d)(3) of the Exchange Act)) more than five percent (5%) of the outstanding Common Stock are subject to the same restriction. 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 the Investor, based on the number of shares subject to such agreements, excluding any waivers granted that fall within a customary de minimis exceptions set forth in the associated Lock-Up Agreement, which customary exceptions also shall apply to the Holders including, but not limited to, a distribution that is not a sale transaction and sales and distributions not required to be reported on Form 4.

Offering Lock-Up. The Holders Investor shall, if requested in good faith by the Company and an underwriter of Common Stock Ordinary Shares, American Depositary Shares or Ordinary Share Equivalents in connection with any public offering involving an underwriting of Common Stock of the Company for the Company’s own accountOrdinary Shares, American Depositary Shares or Ordinary Share Equivalents, agree not to Dispose of any Ordinary Shares, American Depositary Shares of Then Outstanding Common Stock and/or Common Stock or Ordinary Share Equivalents for a specified period of time, such period of time not to exceed thirty ninety (3090) days (a “Lock-Up Agreement”), ; provided that such agreement Lock-Up Agreement shall not restrict the Holder’s ability to Dispose of any Shares of Then Outstanding Common Stock and/or Common Stock Equivalents in accordance with Section 4.3 or to a Permitted Transferee in accordance with Section 4.1also be signed by all Company directors, officers and their respective affiliated stockholders (excluding […***…]). Any Lock-Up Agreement shall be in writing in a form reasonably satisfactory to the Company, Company and the managing underwriter(s) in such offering and offering; provided, that if shareholders of the HoldersCompany will be selling more Ordinary Shares, American Depositary Shares or Ordinary Share Equivalents than the Company in such offering, then shareholders holding a majority of such Ordinary Shares, American Depositary Shares or Ordinary Share Equivalents shall be responsible for negotiating the Lock-Up Agreement with the underwriter with respect to their Ordinary Shares not being sold in the public offering. The Company may impose stop transfer instructions with respect to the Ordinary Shares, American Depositary Shares of Then Outstanding Common Stock and Common Stock or Ordinary Share Equivalents subject to the foregoing restrictions until the end of the specified period of time. The foregoing provisions of this Section 4.4 5.6 shall not apply (a) if the Holders Investor and its Affiliates collectively own less than five percent (5%) of the Ordinary Shares or American Depositary Shares of Then Outstanding Common Stock and/or Common Stock the outstanding share capital of the Company or Ordinary Share Equivalents, or (b) if the Investor ceases to have the right to appoint a Designated Director pursuant to Section 5.12, (c) to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Investors Investor only if all officers and directors and all stockholders beneficially owning are subject to the same restrictions or (individually or as a “group” (within the meaning d) if any beneficial owner of Section 13(d)(3) of the Exchange Act)) more than at least five percent (5%) of the outstanding Common Stock are subject to the same restriction. Any discretionary waiver Ordinary Shares or termination American Depositary Shares of the restrictions then outstanding share capital of any or all of such agreements by the Company or the underwriters shall apply pro rata to the Investor, based on the number of shares Ordinary Share Equivalents (excluding […***…]) is not subject to such agreements, excluding any waivers granted that fall within a customary de minimis exceptions set forth in the associated Lock-Up Agreement, which customary exceptions also shall apply to Agreement upon the Holders including, but not limited to, a distribution that is not a sale transaction same terms and sales and distributions not required to be reported on Form 4conditions as the Investor.

Offering Lock-Up. The Holders Investor shall, if requested in good faith by the Company and an underwriter of Common Stock Ordinary Shares, American Depositary Shares or Ordinary Share Equivalents in connection with any public offering involving an underwriting of Common Stock of the Company for the Company’s own accountOrdinary Shares, American Depositary Shares or Ordinary Share Equivalents, agree not to Dispose of any Ordinary Shares, American Depositary Shares of Then Outstanding Common Stock and/or Common Stock or Ordinary Share Equivalents for a specified period of time, such period of time not to exceed thirty ninety (3090) days (a “Lock-Up Agreement”), ; provided that such agreement Lock-Up Agreement shall not restrict the Holder’s ability to Dispose of any Shares of Then Outstanding Common Stock and/or Common Stock Equivalents in accordance with Section 4.3 or to a Permitted Transferee in accordance with Section 4.1also be signed by all Company directors, officers and their respective affiliated stockholders (excluding [***]). Any Lock-Up Agreement shall be in writing in a form reasonably satisfactory to the Company, Company and the managing underwriter(s) in such offering and offering; provided, that if shareholders of the HoldersCompany will be selling more Ordinary Shares, American Depositary Shares or Ordinary Share Equivalents than the Company in such offering, then shareholders holding a majority of such Ordinary Shares, American Depositary Shares or Ordinary Share Equivalents shall be responsible for negotiating the Lock-Up Agreement with the underwriter with respect to their Ordinary Shares not being sold in the public offering. The Company may impose stop transfer instructions with respect to the Ordinary Shares, American Depositary Shares of Then Outstanding Common Stock and Common Stock or Ordinary Share Equivalents subject to the foregoing restrictions until the end of the specified period of time. The foregoing provisions of this Section 4.4 5.6 shall not apply (a) if the Holders Investor and its Affiliates collectively own less than five percent (5%) of the Ordinary Shares or American Depositary Shares of Then Outstanding Common Stock and/or Common Stock the outstanding share capital of the Company or Ordinary Share Equivalents, or (b) if the Investor ceases to have the right to appoint a Designated Director pursuant to Section 5.12, (c) to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Investors Investor only if all officers and directors and all stockholders beneficially owning are subject to the same restrictions or (individually or as a “group” (within the meaning d) if any beneficial owner of Section 13(d)(3) of the Exchange Act)) more than at least five percent (5%) of the outstanding Common Stock are subject to the same restriction. Any discretionary waiver Ordinary Shares or termination American Depositary Shares of the restrictions then outstanding share capital of any or all of such agreements by the Company or the underwriters shall apply pro rata to the Investor, based on the number of shares Ordinary Share Equivalents (excluding [***]) is not subject to such agreements, excluding any waivers granted that fall within a customary de minimis exceptions set forth in the associated Lock-Up Agreement, which customary exceptions also shall apply to Agreement upon the Holders including, but not limited to, a distribution that is not a sale transaction same terms and sales and distributions not required to be reported on Form 4conditions as the Investor.