Common use of Agreement to Lock-Up Clause in Contracts

Agreement to Lock-Up. Columbia 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 Company’s IPO and ending on the date specified by the Company and the managing underwriter, or such other period of one hundred eighty (180) days and up to an additional thirty-four (34) days as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (A) the publication or other distribution of research reports; and (B) 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) (such period, the “Restricted Period”): (I) 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 held immediately prior to the effectiveness of the registration statement for the IPO or (II) 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 (I) or (II) above is to be settled by delivery of capital stock or other securities, in cash or otherwise. The foregoing provisions of this Section 4(k)(i) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Company and any Assignees that acquire equity of the Company if all officers, directors and holders of more than one percent (1%) of the outstanding capital stock (after giving effect to the conversion into common stock of all outstanding capital stock) enter and continue to be bound by into similar agreements. The underwriters in connection with the IPO are intended third party beneficiaries of this Section 4(k)(i) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Company further agrees to, and it will cause any Assignees that acquire equity of the Company to agree to, execute such agreements in customary form as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 4(k)(i) or that are necessary to give further effect thereto.

Agreement to Lock-Up. Columbia Each Stockholder 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 Company’s IPO registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement of Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter, or such other period of one hundred eighty (180) days and up to an additional thirty-four (34) days as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (A) the publication or other distribution of research reports; and (B) 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) (such period, period not to exceed l80 days) after the “Restricted Period”): effective date of the Company’s IPO (Ia) 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 held immediately prior to Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the effectiveness of the registration statement for the IPO Stockholder or are thereafter acquired) or (IIb) 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 clause (Ia) or (IIb) above is to be settled by delivery of capital stock Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 4(k)(i) 8.1 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, transfers pursuant to Section 6 hereof, or the transfer of any shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder provided that the trustee of the 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 Company and any Assignees that acquire equity of the Company Stockholders only if all officers, officers and directors and holders of stockholders individually (together with their Affiliates) owning more than one percent (1%) of the Company’s outstanding capital stock Common Stock (after giving effect to the conversion into common stock Common Stock of all outstanding capital stockPreferred Stock) enter and continue are subject to the same restrictions. Any release from the lock-up restrictions as described in this Subsection 9.1 will be bound by into similar agreementsdone pro rata among the Stockholders holding Registrable Securities, so that each such Stockholder of Registrable Securities may sell, transfer or otherwise dispose of an equal percentage of his, her or its shares originally subject to the lock-up restrictions. The underwriters in connection with the IPO such registration are intended third party beneficiaries of this Section 4(k)(i) Subsection 9.1 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. The Company Each Stockholder further agrees to, and it will cause any Assignees that acquire equity of the Company to agree to, execute such agreements in customary form as may be reasonably requested by the underwriters in the IPO connection with such registration that are consistent with this Section 4(k)(i) Subsection 9.1 or that are necessary to give further effect thereto.

Agreement to Lock-Up. Columbia 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 Company’s IPO Closing Date and ending on the date specified by the Company and the managing underwriter, or such other period of that is one hundred and eighty (180) days and up to an additional thirtyafter the Closing Date (the “Lock-four (34) days as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (A) the publication or other distribution of research reports; and (B) 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 theretoUp Period”) (such period, the “Restricted Period”): (Ii) 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 held immediately prior to the effectiveness of the registration statement for the IPO Company Common Stock; or (IIii) 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 shares of Company Common Stock, whether any such transaction described in clause (Ii) or (IIii) above is to be settled by delivery of capital stock 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 4(k)(iCompany Common Stock during the Lock-Up Period (i) shall not apply 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 Company and any Assignees that acquire equity of the Company if all officers, directors and holders of more than one percent Company; or (1%iii) of the outstanding capital stock (after giving effect to the conversion into common stock of all outstanding capital stock) enter and continue to be bound by into similar agreements. The underwriters in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of the IPO are intended third party beneficiaries 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 (i)(a) 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 4(k)(i) 4.1 and there shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Company be no further agrees to, and it will cause any Assignees that acquire equity transfer of the Company to agree to, execute such agreements capital stock except in customary form as may be reasonably requested by the underwriters in the IPO that are consistent accordance with this Section 4(k)(i) 4.1, and provided further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or that are necessary entity to give further effect theretowhom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a).

Agreement to Lock-Up. Columbia Each 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 Company’s IPO Closing Date and ending on the date specified by the Company and the managing underwriter, or such other period of one hundred eighty that is ninety (18090) days and up to an additional thirtyafter the Closing Date (the “Lock-four (34) days as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (A) the publication or other distribution of research reports; and (B) 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 theretoUp Period”) (such period, the “Restricted Period”): (Ii) 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 held immediately prior to the effectiveness of the registration statement for the IPO Company Common Stock; or (IIii) 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 shares of Company Common Stock, whether any such transaction described in clause (Ia) or (IIb) above is to be settled by delivery of capital stock 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 4(k)(i) shall not apply 4.1 to the sale same extent as such Purchaser. 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 shares to an underwriter pursuant to an underwriting agreementimmediate family members of such Purchaser’s officers or directors, and shall only be applicable 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 and any Assignees that acquire equity of the Company if all officers, directors and holders of more than one percent Company; or (1%c) of the outstanding capital stock (after giving effect to the conversion into common stock of all outstanding capital stock) enter and continue to be bound by into similar agreements. The underwriters in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the IPO are intended third party beneficiaries Board or a duly authorized committee thereof or other similar 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) 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 4(k)(i) 4.1 and there shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Company be no further agrees to, and it will cause any Assignees that acquire equity transfer of the Company to agree to, execute such agreements capital stock except in customary form as may be reasonably requested by the underwriters in the IPO that are consistent accordance with this Section 4(k)(i) 4.1, and provided further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the 271063633 v6 expiration of the Lock-Up Period, any person or that are necessary entity to give further effect theretowhom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a).

Agreement to Lock-Up. Columbia Each 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 Company’s IPO Closing Date and ending on the date specified by the Company and the managing underwriter, or such other period of one hundred eighty that is ninety (18090) days and up to an additional thirtyafter the Closing Date (the “Lock-four (34) days as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (A) the publication or other distribution of research reports; and (B) 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 theretoUp Period”) (such period, the “Restricted Period”): (Ii) 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 held immediately prior to the effectiveness of the registration statement for the IPO Company Common Stock; or (IIii) 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 shares of Company Common Stock, whether any such transaction described in clause (Ia) or (IIb) above is to be settled by delivery of capital stock 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 4(k)(i) shall not apply 4.1 to the sale same extent as such Purchaser. 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 shares to an underwriter pursuant to an underwriting agreementimmediate family members of such Purchaser’s officers or directors, and shall only be applicable 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 and any Assignees that acquire equity of the Company if all officers, directors and holders of more than one percent Company; or (1%c) of the outstanding capital stock (after giving effect to the conversion into common stock of all outstanding capital stock) enter and continue to be bound by into similar agreements. The underwriters in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the IPO are intended third party beneficiaries Company’s board of directors or a duly authorized committee thereof or other similar 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) 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 4(k)(i) 4.1 and there shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Company be no further agrees to, and it will cause any Assignees that acquire equity transfer of the Company to agree to, execute such agreements capital stock except in customary form as may be reasonably requested by the underwriters in the IPO that are consistent accordance with this Section 4(k)(i) 4.1, and provided further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any person or that are necessary entity to give further effect theretowhom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a).

Agreement to Lock-Up. Columbia 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 Company’s IPO Closing Date and ending on the date specified by the Company and the managing underwriter, or such other period of that is one hundred and eighty (180) days and up to an additional thirtyafter the Closing Date (the “Lock-four (34) days as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (A) the publication or other distribution of research reports; and (B) 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 theretoUp Period”) (such period, the “Restricted Period”): (Ii) 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 held immediately prior to the effectiveness of the registration statement for the IPO Ordinary Shares or ADSs; or (IIii) 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 (Ii) or (IIii) 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 4(k)(isuch officers or directors, or (c) shall not apply 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 Company and any Assignees Exchange Act that acquire equity is existing as of the Company if all officers, directors and holders of more than one percent date hereof; or (1%iv) of the outstanding capital stock (after giving effect to the conversion into common stock of all outstanding capital stock) enter and continue to be bound by into similar agreements. The underwriters in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of the IPO are intended third party beneficiaries Company’s shareholders having the right to exchange their Ordinary Shares or ADSs for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (i)(a) 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 4(k)(i) 4.10 and there shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Company be no further agrees to, and it will cause any Assignees that acquire equity transfer of the Company to agree to, execute such agreements capital stock except in customary form as may be reasonably requested by the underwriters in the IPO that are consistent accordance with this Section 4(k)(i) 4.10, and provided further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the 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 ADSs, provided that are necessary to give further effect theretosuch plans do not provide for the transfer of such securities during the Lock-Up Period.

Agreement to Lock-Up. Columbia 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 Company’s IPO first underwritten public offering of its Common Stock under the Securities Act of 1933, as amended (the “IPO”), and ending on the date specified by the Company and the managing underwriterunderwriter (such period not to exceed one hundred eighty (l80) days), or such other period of one hundred eighty (180) days and up to an additional thirty-four (34) days as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (A1) the publication or other distribution of research reports; and (B2) 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) ), (such period, the “Restricted Period”): (Ia) 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 Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO IPO; or (IIb) 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 stockCapital Stock, whether any such transaction described in clause (Ia) or (IIb) above is to be settled by delivery of capital stock Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 4(k)(i) 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 Company Key Holders and any Assignees that acquire equity of the Company Major Investors if all officers, officers and directors and holders of more than one percent (1%) of the outstanding capital stock (after giving effect to the conversion into common stock of all outstanding capital stock) enter and continue to be bound by into similar agreements. The underwriters in connection with the IPO are intended third third-party beneficiaries of this Section 4(k)(i) 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Company Each Key Holder and Major Investor further agrees to, and it will cause any Assignees that acquire equity of the Company to agree to, execute such agreements in customary form as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 4(k)(i) 5 or that are necessary to give further effect thereto.