Common use of Clear Market Clause in Contracts

Clear Market. For a period of 30 days after the date of the Prospectus, the Selling Shareholder will not (i) 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 Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitation, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securities, without the prior written consent of the Underwriter, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period.

Clear Market. For a period of 30 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC and BofA Securities, in each case Inc., other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan or employee stock purchase plan in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling Shareholder; Prospectus, provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter recipients enter into a lock-up letter agreement with the Underwriters; or (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If X.X. Xxxxxx Securities LLC and BofA Securities, Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up agreement described in Section 6(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, by waiver substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver.

Clear Market. For a period of 30 90 days after the date of the Prospectusinitial public offering of the Shares, the such Selling Shareholder will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitation, Stock or such other securities that which may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that which may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of the Lock-up Securities, Stock or any security convertible into or exercisable or exchangeable for Stock without the prior written consent of the UnderwriterRepresentative, in each case other than (a) the Shares to be sold by the such Selling Shareholder hereunder. Notwithstanding the foregoing, (bx) transfers such Selling Stockholder may distribute shares of Stock or securities convertible into or exercisable or exchangeable for Stock to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (eachmembers, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or officers, employees, and/or other entity controlled or managed by the Selling Shareholder; affiliates, provided that the recipients thereof agree to be bound by transfer restrictions no less restrictive than contained in this subsection (A) such doneea), trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (Cy) no filing by any party notwithstanding the foregoing clause (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up periodx), (c) any person to whom such Selling Shareholder distributes shares of Stock or securities convertible into or exercisable or exchangeable for Stock may transfer up to 300,000 shares, in the aggregate, of Stock or securities convertible into or exercisable or exchangeable for Stock to a donor-advised fund, which fund shall not, for the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 avoidance of the Exchange Act or other report or filing shall doubt, be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior subject to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority transfer restrictions set forth in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodthis subsection 6(a).

Clear Market. For a period of 30 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholdersshares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs or performance share awards (including net settlement), partnersin each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, members stock awards, restricted stock, RSUs, performance share awards or affiliates other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the issuance of up to 5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in one or more acquisitions of businesses, products or technologies, joint ventures, commercial relationships or other strategic corporate transactions, provided that such term is defined in Rule 501(brecipients enter into a lock-up agreement with the Underwriters; or (iv) the adoption of a new equity incentive plan, and filing of a registration statement on Form S-8 under the Securities Act (each, an “Affiliate”)) or any to register the offer and sale of its Affiliates’ directors, officers and employees or (2) securities to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made issued pursuant to such a Plan prior to the expiration of the lock-up periodnew equity incentive plan, and issue securities pursuant to such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated therebynew equity incentive plan (including, by the Selling Shareholderwithout limitation, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Common Stock to the Company (i) to satisfy tax withholding obligations in connection with upon the exercise of options or other securities issued pursuant to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; such new equity incentive plan), provided that (1) such dispositions new equity incentive plan satisfies the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act and (2) this clause (iv) shall only not be permitted with respect available unless each recipient of shares of Common Stock, or securities exchangeable or exercisable for or convertible into Common Stock, pursuant to options that would such new equity incentive plan shall be contractually prohibited from selling, offering, disposing of or otherwise terminate transferring any such shares or expire prior to securities during the expiration remainder of the lock-up periodRestricted Period.

Clear Market. For a period of 30 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives, in each case other than (a) the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities, including convertible preferred stock, the exercise of warrants or options (including net exercise) or the vesting or settlement of restricted stock units (“RSUs”) or other awards granted under the Company Stock Plans (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the issuance by the Selling Shareholder hereunderCompany of shares of Stock or securities convertible into, exercisable for, or which are otherwise exchangeable for, shares of Stock, in an aggregate amount not to exceed 5.0% of the Company’s securities outstanding immediately following the issuance and sale of the Underwritten Shares to the Underwriters as contemplated by this Agreement in connection with joint ventures, commercial relationships or other strategic transactions in one or more transactions from time to time; and (biv) transfers the filing of any registration statement on Form S-8 relating to (1) securities granted or to be granted pursuant to any plan in effect on the date of its stockholders, partners, members or affiliates (as such term is defined this Agreement and described in Rule 501(b) under the Securities Act (each, an “Affiliate”)) Prospectus or any of its Affiliates’ directors, officers and employees assumed benefit plan pursuant to an acquisition or (2) to any investment fund or other entity controlled or managed by the Selling Shareholdersimilar strategic transaction; provided that the recipients of any such shares of Stock or securities issued pursuant to clauses (Ai) such donee, trustee, distributee or transferee, as the case may be, shall execute through (iii) enter into and deliver a lock-up agreement in substantially the form of Exhibit D with the Underwriters for the remainder of the Restricted Period. If the Representatives, in their sole discretion, agree to release or waive the Underwriter restrictions set forth in a lock-up letter described in Section 8(n) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, waiver by press release substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver.

Clear Market. For a period of 30 45 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the Underwriterany one of BofA Securities, in each case Inc. (“BofA”), J.X. Xxxxxx Securities LLC (“J.X. Xxxxxx”), Barclays Capital Inc. (“Barclays”), and Jxxxxxxxx LLC (“Jefferies”), other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling Shareholder; Prospectus, provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter recipients enter into a lock-up letter agreement with the Underwriters; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) the issuance of shares of common stock in the Concurrent Private Placement; or (v) the filing of any registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of this paragraph for the balance shares of any class of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 common stock of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other personsecurities convertible into or exercisable or exchangeable for shares of any class of the Company’s common stock in connection with future business combinations or acquisitions (or the entering into of an acquisition or similar agreement with respect thereto); provided that, shall be required, and no such announcement or filing is made voluntarily, by in the Selling Shareholdercase of clause (iv), the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions aggregate number of shares of Stock to the Company (i) to satisfy tax withholding obligations common stock issued in connection with the exercise of options to purchase Stock with, all such business combinations or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration acquisitions does not exceed 5% of the aggregate number of shares of common stock outstanding immediately following the offering of shares pursuant to this Agreement and the recipient of the shares of common stock agrees in writing to be bound by the same terms described in the “lock-up periodup” agreement described in Section 6(m) hereof.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, or file with, or confidentially submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterXxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (1c) any shares of its stockholdersStock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, partnersmarketing or distribution arrangement, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (eachcollaboration agreement, an “Affiliate”)) intellectual property license agreement, or any acquisition of its Affiliates’ directorsassets or not less than a majority or controlling portion of the equity of another entity, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (Ax) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such donee, trustee, distributee or transferee, as shares of Stock and securities issued pursuant to this clause (c) during the case may be, 90-day restricted period referred to in this section shall execute and deliver to the Underwriter a lock-up letter Representatives an agreement substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant Exhibit A hereto prior to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodissuance.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any ordinary shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationordinary shares, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up Securitiesordinary shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock ordinary shares or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, in each case other than (a) the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of ordinary shares or securities convertible into or exercisable for ordinary shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of share options, share awards, restricted shares, RSUs, or other equity awards and the issuance of ordinary shares or securities convertible into or exercisable or exchangeable for ordinary shares (whether upon the exercise of share options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) the issuance of ordinary shares in connection with the acquisition of Origin Inc.; (v) the issuance of ordinary shares in connection with the future acquisitions by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) Company or any of its Affiliates’ directorssubsidiaries of the securities, officers and employees businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (2vi) to any investment fund the issuance of ordinary shares in connection with joint ventures, commercial relationships, or other entity controlled or managed by the Selling Shareholderstrategic transactions; provided that (Aa) such donee, trustee, distributee or transferee, as in the case may beof clauses (v) and (vi), the aggregate number of shares issued in all such acquisitions and transactions does not exceed 10% of the Company’s outstanding Ordinary Shares following the offering of the Offered Shares, and (b) prior to any issuance the Company shall cause each recipient of such shares to execute and deliver to the Underwriter X.X. Xxxxxx Securities LLC a lock-up letter agreement substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made agreement delivered pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (eSection 6(m) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodhereof.

Clear Market. For a period of 30 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap swap, hedging, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives; provided, in each case other than (a) however, that the Shares to be sold by the Selling Shareholder hereunder, (b) transfers foregoing restrictions shall not apply to (1) any of its stockholdersthe Offered Securities to be sold hereunder, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) the grant or issuance of any shares of Stock or any securities or other awards (including without limitation options, restricted stock or restricted stock units) convertible into, exercisable for, or that represent the right to receive, shares of Stock pursuant to any investment fund Company Stock Plan or otherwise in equity compensation arrangements described in the Registration Statement and the Prospectus and the issuance of shares of Stock underlying or pursuant to such securities or awards, (3) any shares of Stock issued upon the conversion, exercise (whether such exercise is for cash or “cashless”), vesting or exchange of convertible, exercisable, exchangeable or other entity controlled or managed securities outstanding on the date of this Agreement and described in the Registration Statement and the Prospectus granted pursuant to any plan in effect on the date hereof and described in the Registration Statement and the Prospectus, (4) the filing by the Selling Shareholder; Company of any registration statement on Form S-8 or a successor form thereto relating to any Company Stock Plan described in the Registration Statement and the Prospectus, and (5) any shares of Stock or any securities convertible into or exchangeable for, or that represent the right to receive, shares of Stock issued in connection with any bona fide licensing, commercialization, joint venture, technology transfer, acquisition, development collaboration or partnership or other strategic transaction, provided that the aggregate number of shares of Stock or securities convertible into or exercisable for Stock (A) such donee, trustee, distributee on an as-converted or transfereeas-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue as described in this clause (5) shall not exceed 5% of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; provided that the recipient of any such shares of Stock or securities issued pursuant to clauses (2), (3), and (5) during the Restricted Period shall execute and deliver to the Underwriter enter into a “lock-up letter up” agreement, substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodExhibit A hereto.

Clear Market. For a period of 30 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap swap, hedging, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterJPM and BofA, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net or settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling Shareholder; Prospectus, provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter recipients enter into a lock-up letter in agreement with the form Underwriters; (iii) the establishment or amendment of this paragraph for the balance of the locka trading plan pursuant to Rule 10b5-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) 1 under Section 16 of the Exchange Act for the sale of shares of Stock, provided that (1) such plan or other amendment does not provide for the sale of Stock during the Restricted Period and (2) no public report announcement or filing under the Exchange Act shall be required or shall be voluntarily made voluntarily by the Company regarding the establishment or amendment of such plan during the Restricted Period; (iv) the issuance of up to 5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in connection with such transfer one or more acquisitions of a company or a business, assets or technology of another person or entity, joint ventures, commercial relationships or strategic alliances (including but not limited to marketing or distribution (other than arrangements, collaboration agreements or intellectual property license agreements), provided that such recipients enter into a filing on a Form 5 made after the expiration of the lock-up period), agreement with the Underwriters; or (cv) shares the filing of Stock of the Company purchased by the Selling Shareholder any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any equity incentive plan or employee stock purchase plan in effect on the open market following date of this offering if Agreement and only if no filing by described in the Prospectus or any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or assumed benefit plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment an acquisition or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodsimilar strategic transaction.

Clear Market. For a period of 30 60 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, or file with the Commission a registration statement under the Securities Act (other than a Registration Statement on Form S-8) relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterXxxxxxx, in each case Xxxxx & Co., other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (bB) transfers Stock issued as consideration for acquisitions entered into or announced after the date hereof; provided, that the shares of Stock issued do not represent more than 10% of the Stock outstanding upon completion of the offering pursuant to (1) any this Agreement and the recipient of its stockholders, partners, members or affiliates (as such term is defined shares agrees in Rule 501(b) under the Securities Act (each, writing to be bound by an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter agreement substantially in the form of this paragraph for the balance of the lock-up periodExhibit A attached hereto, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donorthe grant of Stock Options, doneerestricted stock awards, transferor phantom stock awards and other equity-based incentive awards to the Company’s directors, officers, employees or transferee) under Section 16 consultants pursuant to the Company’s stock incentive plans existing on the date hereof and in compliance with the requirements of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), as defined below) and (cD) any shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options to purchase Stock or (ii) to effect other awards or the cashless vesting or other equity-based incentive awards granted under the Company’s stock-based compensation plans existing on the date hereof or upon exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to any warrants outstanding on the expiration of the lock-up perioddate hereof.

Clear Market. For a During the period of 30 beginning from the date hereof and continuing until the date that is 45 days after the date of the ProspectusClosing Date, the Selling Shareholder Company will not (i) 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, lend or otherwise transfer or dispose of, directly or indirectly, or submit to or file with, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationCommon Stock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, foregoing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentative, in each case other than (aA) the Shares Securities to be sold by hereunder (including the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)Option Securities) or any Underlying Securities issued upon conversion thereof; (B) any Common Stock issued upon conversion of its Affiliates’ directorsthe Company’s 0.25% Convertible Senior Notes due 2026; (C) the entry into the Capped Call Confirmations and the Company’s performance thereunder; (D) any shares of Stock of the Company issued upon the exercise or settlement (including any “net” or “cashless” exercises of settlements) of options or restricted stock units or the award, officers and employees if any, of stock options or restricted stock units in the ordinary course of business, in all cases, pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement; (E) shares of Common Stock issued pursuant to the Company’s Employee Stock Purchase Plan; (F) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to the Company Stock Plans; or (2G) to any investment fund or other entity controlled or managed as required by an existing registration rights agreement of the Selling ShareholderCompany in effect as of the date hereof as described in the Pricing Disclosure Package and the Offering Memorandum; provided that the restrictions described in clause (Ai) shall not apply to issuance of Securities directly to a seller of a business or assets as part of the purchase price; provided, further, that (x) any recipient of such donee, trustee, distributee or transferee, as the case may be, shares of Common Stock shall execute and deliver to the Underwriter Representative a “lock-up letter up” agreement, substantially in the form of this paragraph Annex III hereto, for the balance remainder of the locksuch 45-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up day period and (ey) dispositions the aggregate number of shares of Common Stock that we may offer pursuant to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions foregoing proviso shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration not exceed 10% of the lock-up periodtotal number of shares of Common Stock issued and outstanding immediately following the completion of the offering contemplated by the Offering Memorandum.

Clear Market. For a period of 30 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan or employee stock purchase plan described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) the Company’s facilitating of its stockholders, partners, members or affiliates (as such term is defined in the establishment of a trading plan pursuant to Rule 501(b) 10b5-1 under the Securities Exchange Act (eachfor the transfer of shares of Stock by a stockholder, an “Affiliate”)) director or any of its Affiliates’ directorsofficer, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (Ax) such donee, trustee, distributee or transferee, as plan does not provide for the case may be, shall execute transfer of such Stock during the Restricted Period and deliver (y) to the Underwriter extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Stock may be made under such plan during the Restricted Period; or (v) the Company’s issuance of Stock or any securities convertible into, or exercisable or exchangeable for, Stock, or the entry into an agreement to issue Stock or any securities convertible into, or exercisable or exchangeable for, Stock, in connection with any merger, joint venture, strategic alliances, commercial or other collaborative transaction or the acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan or employee stock purchase plan in connection with a merger or acquisition, provided that (x) the aggregate number of shares of Stock issued or issuable pursuant to this clause (v) shall not exceed ten percent (10%) of the Stock and (y) the recipient of any such shares of our Stock or securities issued pursuant to this clause (v) during the Restricted Period shall enter into (if it has not previously entered into) a lock-up agreement. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, by waiver substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver.

Clear Market. For a period of 30 days commencing on the date hereof and ending on the 90th day after the date of the ProspectusOffering Memorandum, the Selling Shareholder will Company agrees not (i) 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 ofto, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any shares transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any Common Stock, securities of Stock the Company that are substantially similar to the Notes or any securities convertible into or exercisable exchangeable for or that represent the right to receive Common Stock, or sell or grant options, rights or warrants with respect to the Common Stock or securities convertible into or exchangeable for Stock (including without limitation, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoingCommon Stock, (ii2) enter into any swap or other agreement derivatives transaction or arrangement that transferstransfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of the Lock-up SecuritiesCommon Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise otherwise, (3) file or (iii) make cause to be filed a registration statement, including any demand for or exercise any right amendments, with respect to the registration of Common Stock or securities convertible, exercisable or exchangeable into shares of Common Stock or (4) publicly announce the intention to do any of the Lock-up Securitiesforegoing, in each case without the prior written consent of the UnderwriterRepresentatives, in each case other than (a) on behalf of the Shares Initial Purchasers; provided, however, that the foregoing shall not apply to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such doneethe issuance and sale of the Notes under this Agreement or the issuance and delivery of the Conversion Shares, trustee, distributee or transferee, as (B) the case may be, shall execute and deliver filing of registration statements in respect of the Conversion Shares pursuant to the Underwriter Registration Rights Agreement, (C) the grant of options or other equity-based awards for Common Stock pursuant to employee benefit plans existing on the date of this Agreement, (D) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a lock-up security outstanding on the date of this Agreement or issued in accordance with clause (C), (E) the entry into the transactions contemplated by the capped call transactions, (F) the issuance of shares of Common Stock to (i) Xxxx Xxxxxxxxxx pursuant to an assignment agreement dated January 31, 2008 among us, Mr. Xxxxxxxxxx and certain parties related to him or (ii) Xxxxx Xxxxxxxxx and Xxxxxxxxx Xxxxxxxxxx pursuant to a framework agreement dated January 31, 2008 among us, Messrs. Xxxxxxxxx and Xxxxxxxxxx and certain other parties thereto. The Company will cause each officer and director of the Company set forth on Schedule 2 hereto to furnish to the Initial Purchasers, prior to the Closing Date, a letter or letters, substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodAnnex B hereto.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Selling Shareholder Company will not or publicly disclose the intention to undertake any of the following: (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, in each case other than (a) the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that any such recipient, to the extent not already a party to a lock-up agreement with Representatives, enters into a lock-up agreement substantially in the form of Exhibit D hereto for the remainder of the 180 day lock-up period; and (iii) the filing by the Selling Shareholder hereunderCompany of any registration statement on Form S-8 or a successor form thereto relating to a Company equity incentive plan or employee stock purchase plan described in the Registration Statement, (b) transfers the Pricing Disclosure Package and the Prospectus. If X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, in their sole discretion, agree to (1) any of its stockholders, partners, members release or affiliates (as such term is defined waive the restrictions set forth in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter described in Section 6(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, by waiver substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver.

Clear Market. For a period of 30 60 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, or file with the Commission a registration statement under the Securities Act (other than a registration statement on Form S-8 or post-effective amendment to the Registration Statement) relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX. X. Xxxxxx Securities LLC , in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by issued upon the Selling Shareholder on the open market following this offering if exercise of options or vesting of restricted stock units and only if no filing by any party performance units granted under Section 16 stock-based compensation plans of the Exchange Act or other report or filing shall be required or shall be made voluntarily Company and its subsidiaries described in connection with the Registration Statement, the Pricing Disclosure Package and the Prospectus (such sale (other than a filing on a Form 5 made after the expiration of the lock-up periodplans, “Company Stock Plans”), (dC) the establishment any shares of any contract, instruction or plan (a “Plan”) that satisfies all Stock of the requirements Company issued upon the exercise of Rule 10b5-1(c)(1an option or warrant, the vesting of restricted stock units or performance units or the conversion or exchange of a security outstanding on the date hereof and referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) under any options to purchase Stock of the Exchange Act; Company granted pursuant to Company Stock Plans (provided that no sales of any options granted after the Lock-up Securities shall be made pursuant to such a Plan date hereof will not vest or become exercisable prior to the expiration of the lock60-up periodday period referred to above), and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or (E) any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to of the Company issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (iF) to satisfy tax withholding obligations shares of Common Stock issued by the Company as consideration in acquisitions, provided that the number of shares issued in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that any such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration acquisition does not exceed 5.0% of the lock-up periodCompany’s Common Stock then outstanding.

Clear Market. For a period of 30 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Common Stock or affiliates securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or the issuance of shares of Common Stock underlying restricted stock units (“RSUs”) or performance stock units (“PSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, PSUs, or any other equity awards and the issuance of its Affiliates’ shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling ShareholderProspectus; provided that (A) that, in each case, such donee, trustee, distributee recipients who are directors or transferee, as the case may be, shall execute and deliver to the Underwriter executive officers have entered into a lock-up letter agreement with the Underwriters substantially in the form of Exhibit A hereto; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this paragraph Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; and (iv) the issuance of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock in connection with the Company entering into an agreement providing for the balance acquisition by the Company of the lock-up periodsecurities, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donorbusiness, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report assets of another person or filing shall be required entity or shall be made voluntarily pursuant to an employee benefit plan assumed by the Company in connection with such transfer acquisition, whether entered into during or distribution (other than a filing on a Form 5 made after prior to the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange ActRestricted Period; provided that no sales the total number of shares of Common Stock issued pursuant to this clause (iv) shall not exceed 10% of the Lock-up Securities shall be made total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement (determined on a fully diluted basis and as adjusted for stock splits, stock dividends and other similar events after the date hereof); provided, further, that the recipients of any shares of Common Stock or securities convertible into or exercisable for shares of Common Stock issued pursuant to such a Plan this clause (iv) during the Restricted Period shall enter into an agreement substantially in the form of Exhibit A hereto with respect to the remaining portion of the Restricted Period on or prior to the expiration date of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodissuance.

Clear Market. For a period of 30 90 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) issue, 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, lend, grant instruction rights (Weisungsrechte) pursuant to article 25 of the Swiss Federal Intermediated Securities Act or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock Common Shares or ADSs or any securities convertible into or exercisable or exchangeable for Stock (including without limitation, Stock Common Shares or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoingADSs, (ii) enter into any swap swap, hedge or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Shares or ADSs or any such other securities, or (iii) announce its intention to do any of the foregoing (including by proposing a capital increase to its shareholders) whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Common Shares, ADSs or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives, other than any Common Shares to be issued and Offered ADSs to be sold hereunder. The restrictions described above do not apply to (i) the issuance of Common Shares or securities convertible into or exercisable for Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of PSUs or RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, PSUs, RSUs, or other than equity awards and the issuance of Common Shares or securities convertible into or exercisable or exchangeable for Common Shares (awhether upon the exercise of stock options or otherwise) to the Shares Company’s employees, officers, directors, advisors, or consultants pursuant to be sold by the Selling Shareholder hereunderterms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus; and (iii) facilitating the establishment of a trading plan on behalf of a shareholder, (b) transfers officer or director of the Company pursuant to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) 10b5-1 under the Securities Exchange Act (eachfor the transfer or disposition of Common Shares or ADSs, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph plan does not provide for the balance transfer or disposition of Common Shares or ADSs during the lock-up period, Restricted Period and (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act (or equivalent thereof in non-U.S. jurisdictions), notification of a management transaction pursuant to the regulations of the SIX or other public report or filing announcement shall be required or shall be made voluntarily in connection with such transfer trading plan; and (iv) the sale or distribution issuance of or entry into an agreement to sell or issue Common Shares, ADSs or any securities convertible into or exercisable or exchangeable for Common Shares or ADSs in connection with one or more mergers; acquisitions of securities, businesses, property or other assets, products or technologies; joint ventures; commercial relationships or other strategic corporate transactions or alliances; provided that the aggregate amounts of Common Shares, ADSs or any securities convertible into or exercisable or exchangeable for Common Shares or ADSs (other than a filing on an as-converted, as-exercised or as-exchanged basis) that the Company may sell or issue or agree to sell or issue pursuant to this paragraph shall not exceed 10% of the total number of Common Shares or ADSs of the Company issued and outstanding immediately following the completion of the transactions contemplated by this Agreement determined on a Form 5 made after the expiration fully-diluted basis, and provided further that each recipient of the Common Shares, ADSs or any securities convertible into or exercisable or exchangeable for Common Shares or ADSs pursuant to this clause (iv) shall execute a lock-up period)agreement substantially in the form of Exhibit D hereto with respect to the remaining portion of the Restricted Period. If the Representatives, (cin their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(r) shares of Stock hereof for an officer or director of the Company purchased by and provide the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 Company with notice of the Exchange Act impending release or other report or filing shall be required or shall be made voluntarily waiver substantially in connection with such sale (other than a filing on a Form 5 made after the expiration form of Exhibit B hereto at least three business days before the effective date of the lock-up period), (d) the establishment of any contract, instruction release or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, waiver by a press release substantially in the form of Exhibit C hereto through a major news service and no such announcement or filing is made voluntarily, via the push and pull systems prescribed by the Selling Shareholder, SIX at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver.

Clear Market. For a Without the prior written consent of the Representatives, the Company will not, during the period of 30 ending 90 days after the date of the ProspectusOffering Memorandum, the Selling Shareholder will not (i) 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, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitation, Common Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the Underwriter, in each case other than (a1) the Shares issuance of equity based awards granted pursuant to be sold by the Selling Shareholder hereunderCompany’s benefit plans existing on the date hereof that are referred to in the Offering Memorandum, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (eachplans may be amended, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) the issuance of shares of Common Stock upon the exercise of any such equity based awards, (3) any shares of stock of the Company issued upon the conversion of securities outstanding on the date of this Agreement and described in the Time of Sale Information, (4) the filing of a registration statement on Form S-8 relating to the shares of Common Stock granted pursuant to the Company’s equity incentive plans existing as of the Closing Date, and (5) shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock issued, sold or delivered in connection with any acquisition or strategic investment fund (including any joint venture, strategic alliance or partnership) as long as (x) the aggregate number of shares of Common Stock issued or issuable does not exceed 5% of the number of shares of Common Stock outstanding immediately after the issuance and sale of the Underwritten Securities, and (y) each recipient of any such shares or other entity controlled or managed by securities agrees to restrictions on the Selling Shareholder; provided resale of such securities that (A) such donee, trustee, distributee or transferee, as are consistent with the case may be, shall execute and deliver to the Underwriter a lock-up letter set forth in the form of this paragraph Exhibit A hereof for the balance remainder of the lock90-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up day restricted period.

Clear Market. For a period of 30 180 days after the date of the ProspectusClosing Date, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Common Stock to be sold in the Offering. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other than equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (awhether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the Shares filing of any registration statement on Form S-8 relating to securities granted or to be sold by granted pursuant to any plan in effect on the Selling Shareholder hereunderdate of this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (biv) transfers the stock donation to the Charitable Foundation described in the Registration Statement; and (1v) any acquisition or proposed acquisition of its stockholdersa business (including substantially all of the assets of any business) pursuant to an agreement entered into after the Closing Date. If the Representatives, partnersin their sole discretion, members agree to release or affiliates (as such term is defined waive the restrictions set forth in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter described in Section 6(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit A hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, by waiver substantially in the Selling Shareholder, form of Exhibit B hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Selling Shareholder Company will not not, or publicly disclose the intent to, (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, in each case Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co. other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling Shareholder; Prospectus, provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter recipients enter into a lock-up letter agreement with the Underwriters substantially in the form of this paragraph for Exhibit D hereto; (iii) the balance issuance of up to 5% of the outstanding shares of Stock immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up periodagreement with the Underwriters substantially in the form of Exhibit D hereto; or (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If X.X. Xxxxxx Securities LLC, (B) such transfer shall not involve Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co., in their joint discretion, agree to release or waive the restrictions set forth in a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (cagreement described in Section 6(l) shares of Stock hereof for an officer or director of the Company purchased by and provide the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 Company with notice of the Exchange Act impending release or other report or filing shall be required or shall be made voluntarily waiver substantially in connection with such sale (other than a filing on a Form 5 made after the expiration form of Exhibit B hereto at least three business days before the effective date of the lock-up period), (d) the establishment of any contract, instruction release or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, by waiver through a press release substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver.

Clear Market. For a period of 30 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers the issuance by the Company of shares of Common Stock upon the exercise (including any net exercise) of an option or warrant, or the vesting or settlement of other equity awards granted under the Company’s stock plans, in each case outstanding on the date hereof , (c) the issuance by the Company of options, restricted stock units or restricted stock awards (including the Common Stock issued upon the settlement or exercise thereof) to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans (including equity incentive plans) described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (d) the filing by the Company of registration statements on Form S-8 with respect to employee benefit plans (including any employee benefit plans assumed pursuant to clause (f)), (e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period, or (f) the issuance by the Company of shares of Common Stock or securities convertible into, exchangeable for or that represent the right to receive Common Stock in connection with (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) acquisition by the Company or any of its Affiliates’ directorssubsidiaries of the securities, officers and employees business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, (2) to any investment fund or the Company’s joint ventures, equipment leasing arrangements, licensing transactions, collaborations, debt financings and other entity controlled or managed by the Selling Shareholderstrategic transactions; provided that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clause (Af) shall not exceed 5% of the total number of shares of Common Stock outstanding immediately following the completion of the transactions contemplated by this Agreement (including the Option Shares, if and to the extent any Option Shares are issued) and the Company shall cause each recipient of such donee, trustee, distributee or transferee, as the case may be, shall securities to execute and deliver to the Underwriter Representatives, on or prior to the issuance of such securities, a lock-up letter in agreement on substantially the form of this paragraph for the balance of same terms as the lock-up period, (Bletter described in Section 6(l) hereof to the extent and for the duration that such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 terms remain in effect at the time of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodtransfer.

Clear Market. For a period of 30 62 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterXxxxxxx Xxxxx & Co. LLC, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers and employees advisors, or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver consultants pursuant to the Underwriter a lock-up letter terms of an equity compensation plan in effect as of the Closing Date and described in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value Prospectus; and (Ciii) no filing by the issuance of shares of Stock or any party (donor, donee, transferor securities convertible into or transferee) under Section 16 of the Exchange Act exercisable or other public report or filing shall be required or shall be made voluntarily exchangeable for Stock in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration acquisition by the Company of the lock-up period)securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (ciii) (x) the aggregate number of shares of Stock does not exceed 10% of the outstanding shares of Stock of the Company purchased by immediately following the Selling Shareholder on the open market following this offering if issuance and only if no filing by any party under Section 16 sale of the Exchange Act or other report or filing Underwritten Shares pursuant to this Agreement and (y) any such recipient shall be required or shall be made voluntarily in connection with such sale (other than enter into a filing on a Form 5 made after the expiration of the lock-up period), (d) agreement substantially in the establishment form of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodExhibit A hereto.

Clear Market. For a period of 30 90 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap swap, hedging, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterJPM, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ restricted stock units (“RSUs”) (including net settlement) issued pursuant to Company Stock Plans described in the Prospectus, including the Company’s 2021 Employee Stock Purchase Plan; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers and employees advisors, or (2) consultants pursuant to any investment fund or other entity controlled or managed by the Selling Shareholder; terms of a Company Stock Plan described in the Prospectus, including the Company’s 2021 Employee Stock Purchase Plan, provided that (A) each newly appointed director or executive officer that is a recipient of such donee, trustee, distributee shares of Stock or transferee, as securities during the case may be, Restricted Period shall execute and deliver to the Underwriter enter into a lock-up letter agreement with the Underwriters substantially in the form of this paragraph for Exhibit A hereto; (iii) the balance issuance of up to 5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions, collaborations, joint ventures or other similar strategic transactions, provided that such recipients enter into a lock-up period, agreement with the Underwriters substantially in the form of Exhibit A hereto; or (Biv) such transfer shall not involve a disposition for value and (C) no the filing by of any party (donor, donee, transferor registration statement on Form S-8 relating to securities granted or transferee) under Section 16 of the Exchange Act or other public report or filing shall to be required or shall be made voluntarily granted pursuant to any plan in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder effect on the open market following date of this offering if Agreement and only if no filing by described in the Prospectus or any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or assumed benefit plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment an acquisition or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodsimilar strategic transaction.

Clear Market. For a Without the prior written consent of the Initial Purchasers, the Company will not, during the period of 30 ending 60 days after the date of the ProspectusOffering Memorandum, the Selling Shareholder will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, other than issuances of shares of Common Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance connection with the rules Company’s secondary listing of shares on the OMX Nordic Exchange and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”DIFX), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Stock, (iii) file with the Commission a registration statement under the Securities Act relating to any additional shares of its Common Stock or securities convertible into, or exchangeable for, any shares of its Common Stock (other than a registration statement on Form S-8, with respect to any of the foregoing and other than in connection with the SLP Registration Rights Agreement or the Dubai Registration Rights Agreement) or publicly disclose the intention to effect any transaction described in clause (i), (ii) or (iii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise otherwise; provided that the foregoing shall not apply to (A) the sale of the Securities under this Agreement or the issuance of any Underlying Securities, (B) the issuance of shares of Common Stock pursuant to existing employee benefit plans of the Company, the grant by the Company of employee or director stock options in the ordinary course of business, the issuance by the Company of any shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) the issuance of any shares of Common Stock in connection with the Transactions as described in the Offering Memorandum, (D) the issuance of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock in connection with (i) the acquisition of all or substantially all or significantly all of the assets, property or equity of another person or all or substantially all or significantly all of the assets, property or equity of a subsidiary, business segment, business unit or business division thereof or (iiiii) make the merger or consolidation or similar transaction of the Company or any demand for or exercise any right wholly owned subsidiary of the Company with respect to another person, (E) the registration filing of any registration statement in respect of the Lock-up Securities and the Underlying Securities; provided, without further, that the prior written consent of Company will notify the UnderwriterInitial Purchasers upon any issuance pursuant to clause (E) above. Notwithstanding the foregoing, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to if (1) any during the last 17 days of its stockholdersthe 60-day restricted period, partners, members the Company issues an earnings release or affiliates (as such term is defined in Rule 501(b) under material news or a material event relating to the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees Company occurs; or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock60-up day restricted period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by announces that it will release earnings results during the Selling Shareholder16-day period beginning on the last day of the 60-day period, the Company or any other person, prior restrictions imposed by this Agreement shall continue to apply until the expiration of the lock18-up day period and (e) dispositions of shares of Stock to beginning on the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration issuance of the lock-up periodearnings release or the occurrence of the material news or material event.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling Shareholder; Prospectus, provided that (A) any such doneerecipient, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter extent not already a party to a lock-up letter agreement with Representatives, enters into a lock-up agreement substantially in the form of this paragraph Exhibit A hereto for the balance remainder of the 90 day lock-up period, ; (Biii) such transfer shall not involve a disposition for value the filing of any registration statement on Form S-8 or successor form thereto relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (civ) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily securities issued in connection with such sale a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (other including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a filing on a Form 5 made after the expiration majority or controlling portion of the lock-up period)equity of another entity, provided that (dx) the establishment aggregate number of any contract, instruction or plan shares issued pursuant to this clause (a “Plan”iv) that satisfies all shall not exceed five percent (5%) of the requirements total number of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of outstanding shares of Stock to immediately following the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration issuance and sale of the Shares pursuant hereto and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (iv) during the 90-day restricted period described above shall enter into an agreement substantially in the form of Exhibit A hereto for the remainder of the 90 day lock-up period.

Clear Market. For a period of 30 [●] days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock Stock, or any securities convertible into or exercisable or exchangeable for Stock (Stock, including without limitationlimited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the Underwriter, in each case other than Representative. The restrictions described above do not apply to (ai) the Shares to be sold by the Selling Shareholder hereunder, (bii) transfers to (1) any of its stockholdersStock issued, partnerstransferred, members redeemed or affiliates (as such term is defined exchanged in Rule 501(b) under connection with, or on substantially the Securities Act (eachsame terms as, an “Affiliate”)) or any of its Affiliates’ directorsthe Exchange Agreement, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that the recipients of such Stock or units pursuant to this clause (Aii) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver agree to the Underwriter a lock-up letter be bound in the form of this paragraph for the balance writing by an agreement of the lock-up periodsame duration and terms as provided in this section and provided, (B) such transfer shall not involve a disposition for value and (C) further, that no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up periodRestricted Period referred to above), (ciii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iv) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Company purchased by Closing Date and described in the Selling Shareholder Prospectus, provided that if such recipient has previously delivered a “lock-up” agreement substantially in the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the open market following date of this offering if Agreement (or shares of Class A common stock issued in exchange for such securities pursuant to the Exchange Agreement) and only if described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of up to 35,655 shares of Class B Common Stock to holders of Class B-1 units of the LLC, provided that no filing by any party under Section 16 of the Exchange Act or other report or filing public announcement shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan issuance prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement Restricted Period referred to above; (vii) the issuance of the establishment shares of Stock or existence thereof and no filing other securities (including securities convertible into shares of Stock) in connection with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, acquisition by the Selling Shareholder, the Company or any of its subsidiaries of the securities, businesses, properties or other person, shall be required, and no such announcement assets of another person or filing is made voluntarily, entity or pursuant to any employee benefit plan assumed by the Selling Shareholder, Company in connection with any such acquisition; or (viii) the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock to the Company or other securities (iincluding securities convertible into shares of Stock) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock joint ventures, commercial relationships or (ii) to effect the cashless exercise of options to purchase Stockother strategic transactions; provided that that, in the case of clauses (vii) and (viii), the aggregate number of shares of Stock issued in all such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If [●], in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up periodletter described in Section 8(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 30 90 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitation, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, or publicly disclose the intention to undertake any of the foregoing in clause (i) or (ii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterJPM, in each case Cxxxx and Leerink Partners, other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus, provided each newly appointed director or executive officer that is a recipient of such securities during the Restricted Period enter into a lock up agreement with the Underwriters; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of a Company Stock Plan, in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling Shareholder; Prospectus, provided that (A) each newly appointed director or executive officer that is a recipient of such donee, trustee, distributee shares of Stock or transferee, as securities during the case may be, Restricted Period shall execute and deliver to the Underwriter enter into a lock-up letter agreement with the Underwriters substantially in the form of this paragraph for Exhibit A hereto; (iii) the balance issuance of shares of Stock pursuant to the Axxxx Asset Purchase Agreement; (iv) the issuance of up to 7.5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions, collaborations or other similar strategic transactions, provided that such recipients enter into a lock-up periodagreement with the Underwriters substantially in the form of Exhibit A hereto, provided, however, that shares of Stock issued pursuant to this clause (Biv) shall not be deemed to include shares of Stock issued pursuant to the Axxxx Asset Purchase Agreement; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the filing of any resale registration statement on Form S-3 registering, on behalf of the selling stockholders named therein, the resale of shares of Stock issued by the Company pursuant to that certain Stock Issuance Agreement by and between the Company and Zentalis Pharmaceuticals, Inc., dated as of January 5, 2024, and pursuant to the Axxxx Asset Purchase Agreement; or (vii) facilitating the establishment of a trading plan on behalf of a shareholder, officer, employee or director of the Company pursuant to Rule 10b5-1 under the Exchange Act (each such plan, a “Trading Plan”) for the transfer of shares of Stock; provided, that (1) such Trading Plans do not provide for the transfer shall not involve a disposition for value of shares of Stock during the Restricted Period and (C2) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or announcement shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Trading Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period.

Clear Market. For a period of 30 60 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Up Securities”), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterXxxxxxx Xxxxx & Co. LLC and Leerink Partners LLC, in each case other than (aA) the Shares filing of a prospectus supplement or registration statement as required pursuant to the Registration Rights Agreement dated as of January 12, 2018 by and between the Company and certain institutional and other accredited investors affiliated with or managed by Redmile Group, LLC, (B) the Securities to be sold hereunder, including the issuance of any Underlying Securities or the issuance of any shares of Common Stock concurrently with this offering, (C) any Common Stock issued upon the exercise of options or the conversion of a security outstanding on the date hereof and described in the Pricing Disclosure Package and the Prospectus, (D) the grant of options or the issuance of Lock-Up Securities by the Selling Shareholder hereunderCompany to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans in effect on the date hereof and described in the Pricing Disclosure Package and the Prospectus, (bE) transfers the filing by the Company of a registration statement with the Commission on Form S-8 or an amendment to any such registration statement on file with the Commission in respect of any Lock-Up Securities issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and described in the Pricing Disclosure Package and the Prospectus or (F) the sale or issuance of or entry into an agreement to sell or issue Lock-Up Securities in connection with any (1) any of its stockholdersmergers, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund acquisition of securities, businesses, properties or other entity controlled assets, (3) joint ventures, or managed by (4) strategic alliances; provided, that the Selling Shareholder; provided that aggregate number of Lock-Up Securities or securities convertible into or exercisable for Common Stock (A) such donee, trustee, distributee on an as-converted or transfereeas-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (F) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that each recipient of Lock-Up Securities or securities convertible into or exercisable for Common Stock pursuant to this clause (F) shall execute and deliver to the Underwriter a lock-up letter agreement in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor Exhibit A hereto on or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant prior to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodissuance.

Clear Market. For a period of 30 60 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentative, other than (A) the issuance of Shares to be sold hereunder, (B) the offering by the Company of the Convertible Notes in the Concurrent Financing Transaction and any shares of Stock issuable upon conversion of the Convertible Notes and (C) the entrance into and performance of any obligations under the Call Spread Confirmations, including the issuance of any shares of Stock issuable pursuant to the exercise and settlement or termination of the transactions under the Call Spread Confirmations. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs or other than equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (awhether upon the exercise of stock options or otherwise) to the Shares to be sold by the Selling Shareholder hereunderCompany’s employees, (b) transfers to (1) any of its stockholdersofficers, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling ShareholderProspectus; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter recipients enter into a lock-up letter agreement with the Underwriters; or (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by Prospectus or any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or assumed benefit plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment an acquisition or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodsimilar strategic transaction.

Clear Market. For a period of 30 60 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling Shareholder; Prospectus, provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter recipients enter into a lock-up letter agreement with the Underwriters;; or (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by Prospectus or any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or assumed benefit plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment an acquisition or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodsimilar strategic transaction.

Clear Market. For a period of 30 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap swap, hedging, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterJPM and Citi, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options, settlement of RSUs or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling Shareholder; Prospectus, provided that (A) each newly appointed director or executive officer that is a recipient of such donee, trustee, distributee shares of Stock or transferee, as securities during the case may be, Restricted Period shall execute and deliver to the Underwriter enter into a lock-up letter agreement with the Underwriters substantially in the form of this paragraph for Exhibit A hereto; (iii) the balance issuance of up to 5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions, licenses, collaborations or other similar strategic transactions, provided that such recipients enter into a lock-up period, agreement with the Underwriters substantially in the form of Exhibit A hereto; or (Biv) such transfer shall not involve a disposition for value and (C) no the filing by of any party (donor, donee, transferor registration statement on Form S-8 relating to securities granted or transferee) under Section 16 of the Exchange Act or other public report or filing shall to be required or shall be made voluntarily granted pursuant to any plan in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder effect on the open market following date of this offering if Agreement and only if no filing by described in the Prospectus or any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or assumed benefit plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment an acquisition or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodsimilar strategic transaction.

Clear Market. For a period of 30 60 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any hedging, swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterJ.X. Xxxxxx Securities LLC, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an inducement plan or an equity compensation plan in effect as of the Closing Date and employees described in the Prospectus; (iii) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions, strategic transactions of assets or acquisition of equity of another entity or in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (2) to any investment fund including joint ventures, marketing or other entity controlled distribution arrangements, collaboration agreements, intellectual property license agreements, or managed by the Selling Shareholder; lending agreements or arrangements), provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter recipients enter into a lock-up letter agreement with the Underwriters; or (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by Prospectus or any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or assumed benefit plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment an acquisition or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodsimilar strategic transaction.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, or publicly disclose the intention to undertake any of the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise, conversion or settlement and in respect of tax withholding payments due upon the exercise of options or the vesting of equity-based awards) or the settlement of restricted stock units or other equity awards (including net settlement and in respect of tax withholding payments), in each case, outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, restricted stock units or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors or consultants pursuant to the terms of any equity compensation plan or arrangement in effect as of its stockholdersthe Closing Date and described in the Prospectus, partnersprovided that, members to the extent that such recipients are not party to a lock-up agreement with the Underwriters or affiliates subject to Market Stand-Off Provisions (as defined below), such term is defined recipients enter into a lock-up agreement with the Underwriters; (iii) the issuance of up to 10% of the outstanding shares of Stock (as of immediately following the Closing Date), or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, in Rule 501(bacquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriters substantially in the form of Exhibit D; or (iv) under the Securities Act (each, an “Affiliate”)) filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any equity compensation plan or arrangement described in the Prospectus or any of its Affiliates’ directorsassumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representatives, officers and employees in their sole discretion, agree to release or (2) to any investment fund or other entity controlled or managed by waive the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter restrictions set forth in a lock-up letter described in Section 6(k) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, waiver by a press release substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver.

Clear Market. For a period of 30 180 days after the date of the ProspectusProspectus (the “Lock-up Period”), the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), in each case Xxxxxxxxx LLC (“Jefferies”), and Xxxxx and Company, LLC (“Cowen”) , other than the Shares to be sold hereunder. The restrictions described above do not apply to (ai) the Shares to be sold by the Selling Shareholder hereunder, (bii) transfers the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees described in the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in connection with any bona fide licensing, commercialization, joint venture, technology transfer, acquisition, development collaboration or other strategic transaction, provided that such recipients enter into a lock-up agreement with the Underwriters substantially in the form of Exhibit D hereto for the remainder of the 180-day restricted period; or (2v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any investment fund plan in effect on the date of this Agreement and described in the Prospectus or other entity controlled any assumed benefit plan pursuant to an acquisition or managed by similar strategic transaction. If X.X. Xxxxxx, Xxxxxxxxx, and Xxxxx, in their sole discretion, agree to release or waive the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter restrictions set forth in a lock-up letter described in Section 4(h) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, by waiver substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver.

Clear Market. For a period of 30 60 days after the date of the ProspectusProspectus (as may be extended as set forth below, the Selling Shareholder “Lock-Up Period”), the Company will not (i) 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, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise otherwise, or (iii) make file any registration statement (other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for or exercise any right registration pursuant to an existing agreement ) with respect the Commission relating to the registration offering by the Company of any shares of the Lock-up Securities, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the Underwriter, in each case other than preceding paragraph shall not apply to (a) the Shares to be sold by the Selling Shareholder hereunder, ; (b) transfers the issuance by the Company of shares of Common Stock upon the exercise of an option or the conversion of a security outstanding on the date hereof; (c) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to (1) any of its stockholders, partners, members or affiliates (as such term is defined in employees entering employment with the Company pursuant to Nasdaq Listing Rule 501(b) under the Securities Act (each, an “Affiliate”5635(c)(4)) or any of its Affiliates’ directorsassumed in connection with a business combination, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such doneeoptions, trusteerestricted stock and other equity-based awards do not vest, distributee in whole or transfereein part, as during the case may be, shall execute and deliver Lock-Up Period or the underlying shares are subject to the Underwriter a “lock-up letter up” agreement, substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange ActAnnex C hereto; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions the issuance by the Company of shares of Common Stock representing up to 10% of the Company (i) Company’s outstanding stock as of the date hereof, pursuant to satisfy tax withholding obligations in connection with any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; Lock-Up Period, provided that such dispositions shall only be permitted shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; and (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with respect the offering of the Shares contemplated hereby, of the number of shares needed to options that would otherwise terminate or expire prior maintain Genzyme’s current ownership percentage of approximately 10% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the expiration of the lock-up periodInvestor Agreement.

Clear Market. For a period Prior to the earlier of 30 (x) 60 days after the resale Registration Statement (as defined in the Registration Rights Agreement) is declared effective by the SEC and (y) the date on which the Company issues a press release regarding topline data from its Phase III clinical trial of mavorixafor for the Prospectustreatment of WHIM syndrome, the Selling Shareholder Company will not, and will not publicly disclose an intention to, (i) 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationsubmit to, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with with, the Commission SEC a registration statement under the Securities Act with respect to any of the foregoingAct, or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the Underwriter, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1A) any shares of its stockholdersCommon Stock and options to purchase Common Stock, partnersshares of Common Stock underlying options granted and other securities, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) each pursuant to any investment fund director or other entity controlled employee stock incentive plan, stock ownership plan or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance dividend reinvestment plan of the lock-up periodCompany in effect on the date hereof, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Common Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options convertible securities of the Company outstanding on the date hereof, including, for the avoidance of doubt, the pre-funded warrants and Class B Warrants of the Company outstanding on the date hereof, (C) the filing of a registration statement by the Company, pursuant to purchase Stock or the Registration Rights Agreement; and (iiD) to effect the cashless filing of a registration statement by the Company for the exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodoutstanding Class A Warrants and Class B Warrants.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, or file with the Commission a registration statement under the Securities Act (other than a Registration Statement on Form S-8) relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (bB) transfers Stock contingently issuable pursuant to acquisition agreements in effect on the date hereof, (1C) any Stock issued as consideration for acquisitions entered into or announced after the date hereof; provided, that the shares of its stockholders, partners, members or affiliates (as Stock issued do not represent more than 10% of the Stock outstanding upon completion of the offering pursuant to this Agreement and the recipient of such term is defined shares agrees in Rule 501(b) under the Securities Act (each, writing to be bound by an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter agreement substantially in the form of this paragraph for the balance of the lock-up periodExhibit A attached hereto, (BD) such transfer shall not involve a disposition for value the grant of Stock Options, restricted stock awards, phantom stock awards and (C) no filing by any party (donorother equity-based incentive awards to the Company’s directors, doneeofficers, transferor employees or transferee) under Section 16 consultants pursuant to the Company’s stock incentive plans existing on the date hereof and in compliance with the requirements of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), as defined below) and (cE) any shares of Stock of the Company purchased by issued upon the Selling Shareholder exercise of options or other awards or the vesting or other equity-based incentive awards granted under the Company’s stock-based compensation plans existing on the open market following this offering date hereof. Notwithstanding the foregoing, if and only if no filing by any party under Section 16 (1) during the last 17 days of the Exchange Act 180-day restricted period, the Company issues an earnings release or other report material news or filing shall be required a material event relating to the Company occurs; or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d2) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock180-up day restricted period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by announces that it will release earnings results during the Selling Shareholder16-day period beginning on the last day of the 180-day period, the Company or any other person, prior restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If X.X. Xxxxxx Securities LLC, in its sole discretion, agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up period letter described in Section 8(q) hereof for an officer or director of the Company and (e) dispositions provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, which release or waiver will be substantially in the form of Exhibit B hereto, except where the release or waiver is effected solely to permit a transfer of shares of Common Stock that is not for consideration and where the transferee has agreed in writing to be bound by the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the same lock-up periodagreement terms in place for the transferor; the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Selling Shareholder Company will not not, or publicly disclose the intent to, (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the Underwriter, in each case Representatives other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or described in the Prospectus; (2iii) the issuance of up to any investment fund 5% of the outstanding shares of Stock immediately following the Closing Date, in acquisitions or other entity controlled or managed by the Selling Shareholder; similar strategic transactions, provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter recipients enter into a lock-up letter agreement with the Underwriters substantially in the form of this paragraph for Exhibit A hereto; or (iv) the balance filing of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor registration statement on Form S-8 relating to securities granted or transferee) under Section 16 of the Exchange Act or other public report or filing shall to be required or shall be made voluntarily granted pursuant to any plan in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder effect on the open market following date of this offering if Agreement and only if no filing by described in the Prospectus or any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or assumed benefit plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment an acquisition or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodsimilar strategic transaction.

Clear Market. For a period of 30 60 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or publicly file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make undertake any offer, sale, pledge, disposition of the foregoing (provided that the Company shall provide written notice to the Underwriters at least two business days prior to any confidential or filing or file with the Commission non-public submission of a registration statement under the Securities Act with respect to any of the foregoingdescribed in this clause (i)), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, in each case BofA Securities, Inc. and Barclays Capital Inc., other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholdersshares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted stock units (“RSUs”) or performance based restricted stock units (“PBRSUs”) (including net settlement), partnersin each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, members stock awards, restricted stock, RSUs, PBRSUs, or affiliates other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options, settlement of RSUs or PBRSUs or otherwise), in each case, pursuant to or subject to the terms of an equity compensation plan in effect as such term is defined of the Closing Date and described in Rule 501(b) under the Securities Act Prospectus (each, an the “AffiliateCompensation Plans”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee recipients that are executive officers or transferee, as directors of the case may be, shall execute and deliver to the Underwriter Company enter into a lock-up letter agreement with the Underwriters substantially in the form of this paragraph for Exhibit A hereto; (iii) entry into one or more agreements providing for, and the balance issuance of, up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions of the securities, business, property or assets of another person or entity, joint ventures, commercial relationships or other similar strategic transactions or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition, provided that such recipients enter into a lock-up period, agreement with the Underwriters; or (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (div) the establishment filing of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodregistration statement on Form S-8.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholdersshares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or stock options (including “net” or “cashless” exercise) or the settlement of stock appreciation rights, partnersrestricted stock, members or affiliates restricted stock units (as such term is defined in Rule 501(b) under the Securities Act (each, an “AffiliateRSUs”), performance restricted stock units (“PSUs”) or any other equity awards (in each case, including “net” or “cashless” settlement), in each case outstanding on the date of its Affiliates’ directorsthis Agreement and described in the Registration Statement and the Prospectus; (ii) the issuance of up to 5% of the outstanding shares of Stock, officers and employees or (2) to any investment fund securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other entity controlled or managed by the Selling Shareholder; similar strategic transactions, provided that (A) the recipients of such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter securities enter into a lock-up letter in agreement with the form Underwriters; (iii) grants of this paragraph for the balance of the lock-up periodstock options, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donorstock awards, doneestock appreciation rights, transferor or transferee) under Section 16 of the Exchange Act restricted stock, RSUs, PSUs or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after equity awards and the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock to the Company or securities convertible into or exercisable or exchangeable for shares of Stock (i) to satisfy tax withholding obligations in connection with whether upon the exercise of stock options or otherwise) to purchase Stock the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Registration Statement and the Prospectus; or (iiiv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the cashless exercise date of options this Agreement and described in the Prospectus or any assumed benefit plan pursuant to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate an acquisition or expire prior to the expiration of the lock-up periodsimilar strategic transaction.

Clear Market. For a period of 30 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the Underwriter, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (di) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the Company (i) to satisfy tax withholding obligations in connection with conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options to purchase Stock (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) to effect grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the cashless issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior otherwise) to the expiration Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the lock-up periodClosing Date and described in the Prospectus or (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 30 180 days after the date of the ProspectusProspectus (the “Company Lock-Up Period”), the Selling Shareholder Company will not (i) 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, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives, in each case other than (a) the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted stock units (RSUs) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to Company Stock Plans; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed employment benefit contemplated by clause (v); (iv) the repurchase of any shares of Stock pursuant to agreements providing for an option to repurchase or a right of first refusal on behalf of the Company pursuant to the Company’s repurchase rights, or (v) the issuance by the Selling Shareholder hereunderCompany of shares of Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Stock in connection with (bA) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) acquisition by the Company or any of its Affiliates’ directorssubsidiaries of the securities, officers business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and employees the issuance of any such securities pursuant to any such agreement, or (2B) the Company’s joint ventures, commercial relationships and other strategic transactions; provided, that the aggregate number of shares of Stock that the Company may sell or issue or agree to any investment fund sell or other entity controlled or managed issue pursuant to clause (v) shall not exceed 10% of the total number of shares of Stock outstanding immediately following the offering of the Shares contemplated by this Agreement plus the Selling Shareholdershares reserved for issuance under the Company Stock Plans; provided and provided, further, that in the case of clauses (i), (ii), (iv) and (v), the Company shall (A) cause each recipient of such donee, trustee, distributee or transferee, as the case may be, shall securities to execute and deliver to you, on or prior to the Underwriter issuance of such securities, a lock-up agreement substantially to the effect set forth in Exhibit D hereto and (B) enter stop transfer instructions with the Company’s transfer agent and registrar on such securities with respect to all recipients of such securities, which the Company agrees it will not waive or amend without your prior written consent. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any waiver by a press release substantially in the form of Exhibit C hereto through a major news service or through other person, shall be required, and no such announcement or filing is made voluntarily, means permitted by FINRA at least two business days before the Selling Shareholder, the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver, if required by FINRA Rule 5131.

Clear Market. For a period of 30 90 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers the issuance by the Company of shares of Common Stock upon the exercise (including any net exercise) of an option or warrant, or the vesting or settlement of other equity awards granted under the Company’s stock plans, in each case outstanding on the date hereof , (c) the issuance by the Company of options, restricted stock units or restricted stock awards (including the Common Stock issued upon the settlement or exercise thereof) to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans (including equity incentive plans) described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (d) the filing by the Company of registration statements on Form S-8 with respect to employee benefit plans (including any employee benefit plans assumed pursuant to clause (f)), (e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period, or (f) the issuance by the Company of shares of Common Stock or securities convertible into, exchangeable for or that represent the right to receive Common Stock in connection with (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) acquisition by the Company or any of its Affiliates’ directorssubsidiaries of the securities, officers and employees business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, (2) to any investment fund or the Company’s joint ventures, equipment leasing arrangements, licensing transactions, collaborations, debt financings and other entity controlled or managed by the Selling Shareholderstrategic transactions; provided that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clause (Af) shall not exceed 5% of the total number of shares of Common Stock outstanding immediately following the completion of the transactions contemplated by this Agreement (including the Option Shares, if and to the extent any Option Shares are issued) and the Company shall cause each recipient of such donee, trustee, distributee or transferee, as the case may be, shall securities to execute and deliver to the Underwriter Representatives, on or prior to the issuance of such securities, a lock-up letter in agreement on substantially the form of this paragraph for the balance of same terms as the lock-up period, (Bletter described in Section 6(l) hereof to the extent and for the duration that such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 terms remain in effect at the time of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodtransfer.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers the Mandatory Convertible Preferred Stock to be sold in the Concurrent Offering, any Common Stock issued as payment of a dividend on the shares of Mandatory Convertible Preferred Stock and the Stock issuable upon conversion of the Mandatory Convertible Preferred Stock. The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling Shareholder; Prospectus, provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter recipients enter into a lock-up letter agreement with the Underwriters; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the form of this paragraph for the balance of the lock-up period, Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (Biv) as a bona fide gift to a charitable organization provided that any such transfer shall not involve a disposition for value and or (Cv) no filing the issuance by the Company of shares of Stock or other securities convertible into, exchangeable for or that request the right to receive shares of Stock in connection with (x) the acquisition by the Company or any party (donor, donee, transferor or transferee) under Section 16 of its subsidiaries of the Exchange Act securities, business, technology, property, personnel or other public report assets of another person or filing shall be required entity or shall be made voluntarily pursuant to an employee benefit plan assumed by the Company in connection with such transfer acquisition, and the issuance of any securities provided pursuant to any such agreement, or distribution (y) the issuance by the Company of shares of Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Stock in connection with the Company’s joint ventures, commercial relationships and other than a filing on a Form 5 made after strategic relationships, provided, that the expiration aggregate number of shares of Stock that the Company may sell or issue or agree to sell or issue pursuant to clause (v) shall not exceed 5% of the total number of shares of common stock of the company outstanding immediately following the issuance of the shares of Stock contemplated by this Agreement, provided that such transferee agrees to enter into lock-up restrictions substantially similar in scope and duration as the lock-up period)letter described in Section 6(l) hereof. If the Representatives, (cin their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) shares of Stock hereof for an officer or director of the Company purchased by and provide the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 Company with notice of the Exchange Act impending release or other report or filing shall be required or shall be made voluntarily waiver substantially in connection with such sale (other than a filing on a Form 5 made after the expiration form of Exhibit B hereto at least three business days before the effective date of the lock-up period), (d) the establishment of any contract, instruction release or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, by waiver substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver.

Clear Market. For a period of 30 45 days after the date of the Prospectus, the Selling Shareholder Stockholder will not (i) 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 Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitation, Stock or such other securities that which may be deemed to be beneficially owned by such Selling Shareholder Stockholder in accordance with the rules and regulations of the Commission and securities that which may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securities, without the prior written consent of the Underwriter, in each case other than (a) the Shares to be sold by the Selling Shareholder Stockholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling ShareholderStockholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder Stockholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling ShareholderStockholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling ShareholderStockholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period.

Clear Market. For a period of 30 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap swap, hedging, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterJPM, in each case Jefferies and Xxxxx, other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options, settlement of RSUs or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling Shareholder; Prospectus, provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter recipients enter into a lock-up letter in agreement with the form Underwriters; (iii) the issuance of this paragraph for the balance up to 5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up period, agreement with the Underwriters; or (Biv) such transfer shall not involve a disposition for value and (C) no the filing by of any party (donor, donee, transferor registration statement on Form S-8 relating to securities granted or transferee) under Section 16 of the Exchange Act or other public report or filing shall to be required or shall be made voluntarily granted pursuant to any plan in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder effect on the open market following date of this offering if Agreement and only if no filing by described in the Prospectus or any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or assumed benefit plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment an acquisition or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodsimilar strategic transaction.

Clear Market. For a period of 30 60 days after the date of the Prospectusoffering of the Securities, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitation, Stock or such other securities that may be deemed submit to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of X.X. Xxxxxx Securities LLC; provided, however, that the UnderwriterCompany may (A) effect the transactions contemplated hereby and issue Common Stock upon conversion of the Securities, (B) issue Common Stock, options to purchase Common Stock or restricted stock units, or issue Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each of the Time of Sale Information and the Offering Memorandum (subject to any future increases in the number of shares of Common Stock reserved under any such stock plan or arrangement effected in accordance with the terms thereof), provided that any directors or officers who are recipients thereof have provided to the Representatives a signed lock-up letter in the form attached as Exhibit A, (C) issue Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case other than (ax) if such convertible or exchangeable securities, warrants or options are outstanding on the Shares to be sold by the Selling Shareholder hereunderdate hereof, (by) transfers to is described in each of the Time of Sale Memorandum and the Offering Memorandum and (1z) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under if the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) recipient to any investment fund Common Stock issued pursuant to this subsection (C) is a director or other entity controlled or managed by officer of the Selling Shareholder; provided that (A) such doneeCompany, trustee, distributee or transferee, as the case may be, shall they execute and deliver to the Underwriter a lock-up letter in the form attached as Exhibit A, (D) file a registration statement on Form S-8 to register Common Stock issuable pursuant to the terms of this paragraph for the balance a stock option, stock bonus or other stock plan or arrangement described in each of the lock-up periodTime of Sale Information and the Offering Memorandum, (BE) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor sell or transferee) under Section 16 of the Exchange Act issue or other public report enter into an agreement to sell or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) issue shares of Common Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise Company’s acquisition of options one or more businesses, products, assets or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, collaboration or licensing agreements, marketing or distribution arrangements, commercial relationships or other strategic transactions, provided that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to purchase sell or issue pursuant to this clause (E) shall not exceed 10% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transaction contemplated by this Agreement, (F) offer and sell Common Stock or (ii) any securities convertible into or exercisable or exchangeable for Common Stock pursuant to effect any equity distribution or similar agreement for sales of securities through an “at the cashless exercise market offering” as such term is defined in Rule 415 of options to purchase Stock; the Securities Act, provided that such dispositions any offer or sale of shares pursuant to this clause (F) shall only be permitted with respect to options that would otherwise terminate made at least 30 days after the date of the offering of the Securities or expire prior (G) issue Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to the expiration Agreement and Plan of Merger, dated October 5, 2020, by and among the Company, Eidos Therapeutics, Inc., Globe Merger Sub I, Inc. and Globe Merger Sub II, Inc., as described in each of the lock-up periodTime of Sale Information and the Offering Memorandum.

Clear Market. For a period of 30 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) hereunder and any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by granted under or issued upon the Selling Shareholder on the open market following this offering if and only if no filing by any party exercise of options granted under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale Company Stock Plans. The restrictions described above do not apply to (other than a filing on a Form 5 made after the expiration of the lock-up period), (di) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities, or the exercise of warrants or options (including net or “cashless” exercise) or the settlement of RSUs (including net or “cashless” settlement), in each case outstanding on the date of this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants, including contract employees, pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or pursuant to individual award agreements with the Company described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement or inducement award and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (iv) the issuance by the Company of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock in an aggregate amount not to exceed 5% of the Company’s Stock outstanding immediately following the issuance of the Underwritten Shares to the Underwriters as contemplated by this Agreement in connection with mergers, acquisitions or strategic transactions with an unaffiliated third party (including, without limitation, joint ventures, marketing or distribution arrangements, collaboration agreements and intellectual property license agreements); provided that in the case of clauses (i) to satisfy tax withholding obligations in connection with through (iv) above, Company shall ensure the exercise recipients of options to purchase Stock or such securities execute and deliver (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the if a lock-up periodagreement has not previously been delivered by such recipient covering such securities) a lock- up agreement in substantially the form of Exhibit D hereto for the remainder of the Restricted Period. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that any such recipient, to the extent not already a party to a lock-up agreement with Representatives, enters into a lock-up agreement substantially in the form of its stockholdersExhibit D hereto for the remainder of the 180 day lock-up period; (iii) the filing of any registration statement on Form S-8 or successor form thereto relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (iv) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, partnersmarketing or distribution arrangements, members collaboration agreements or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)intellectual property license agreements) or any acquisition of its Affiliates’ directorsassets or acquisition of not less than a majority or controlling portion of the equity of another entity, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (Ax) the aggregate number of shares issued pursuant to this clause (iv) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Shares pursuant hereto and (y) the recipient of any such doneeshares of Stock and securities issued pursuant to this clause (iv) during the 180-day restricted period described above shall enter into an agreement substantially in the form of Exhibit D hereto for the remainder of the 180 day lock-up period. If X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, trusteein their sole discretion, distributee agree to release or transferee, as waive the case may be, shall execute and deliver to the Underwriter restrictions set forth in a lock-up letter described in Section 6(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, waiver by a press release substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, or file with the Commission a registration statement under the Securities Act (other than a Registration Statement on Form S-8) relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (bB) transfers Stock contingently issuable pursuant to acquisition agreements in effect on the date hereof, (1C) any Stock issued as consideration for acquisitions entered into or announced after the date hereof; provided, that the shares of its stockholders, partners, members or affiliates (as Stock issued do not represent more than 10% of the Stock outstanding upon completion of the offering pursuant to this Agreement and the recipient of such term is defined shares agrees in Rule 501(b) under the Securities Act (each, writing to be bound by an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter agreement substantially in the form of this paragraph for the balance of the lock-up periodExhibit A attached hereto, (BD) such transfer shall not involve a disposition for value the grant of Stock Options, restricted stock awards, phantom stock awards and (C) no filing by any party (donorother equity-based incentive awards to the Company’s directors, doneeofficers, transferor employees or transferee) under Section 16 consultants pursuant to the Company’s stock incentive plans existing on the date hereof and in compliance with the requirements of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), as defined below) and (cE) any shares of Stock of the Company purchased by issued upon the Selling Shareholder exercise of options or other awards or the vesting or other equity-based incentive awards granted under the Company’s stock-based compensation plans existing on the open market following this offering date hereof. Notwithstanding the foregoing, if and only if no filing by any party under Section 16 (1) during the last 17 days of the Exchange Act 180-day restricted period, the Company issues an earnings release or other report material news or filing shall be required a material event relating to the Company occurs; or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d2) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock180-up day restricted period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by announces that it will release earnings results during the Selling Shareholder16-day period beginning on the last day of the 180-day period, the Company or any other person, prior restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If X.X. Xxxxxx Securities LLC, in its sole discretion, agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up period letter described in Section 8[(o)] hereof for an officer or director of the Company and (e) dispositions provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, which release or waiver will be substantially in the form of Exhibit B hereto, except where the release or waiver is effected solely to permit a transfer of shares of Common Stock that is not for consideration and where the transferee has agreed in writing to be bound by the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the same lock-up periodagreement terms in place for the transferor; the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period ending on the later of 30 days (A) the close of business on the 60th day after the date set forth on the cover of the ProspectusProspectus and (B) the opening of trading on the date that is the second full trading day immediately following the Company’s public release of earnings for its third quarter ending September 30, 2023 (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of X.X. Xxxxxx Securities LLC. The restrictions described above do not apply to (i) the Underwriterissuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net or cashless exercise) or the settlement of RSUs (including net or cashless settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other than equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (awhether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients who are executive officers and directors enter into or are subject to a lock-up agreement with the Underwriters; (iii) the Shares to be sold issuance by the Selling Shareholder hereunderCompany of shares of Stock or securities convertible into, (b) transfers exchangeable for or that represent the right to receive shares of Stock in connection with (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) acquisition by the Company or any of its Affiliates’ directorssubsidiaries of the securities, officers business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and employees the issuance of any such securities pursuant to any such agreement, or (2) the Company’s joint ventures, commercial relationships and other strategic transactions; (iv) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan (1) does not provide for the transfer of shares of Stock during the Restricted Period and (2) any investment fund public announcement or other entity controlled filing under the Exchange Act made by any person regarding the establishment of such plan during the Restricted Period shall include a statement that the Company is not permitted to transfer, sell or managed otherwise dispose of securities under such plan during the Restricted Period; (v) any transaction effectuated pursuant to a trading plan pursuant to Rule 10b5-1 that has been entered into by the Selling Shareholder; Company prior to the date of this Agreement, provided that (A1) the existence of such trading plan under Rule 10b5-1 was communicated to the Underwriters prior to the execution of this Agreement, (2) such doneetrading plan under Rule 10b5-1 will not be amended or otherwise modified to increase shares scheduled for sale thereunder during the Restricted Period and (3) any public announcement or filings under the Exchange Act made in connection with this clause (v) shall include an explanatory footnote stating the nature of the transfer; or (vi) the filing by the Company of any registration statements on Form S-8 or a successor form thereto relating to securities granted or to be granted pursuant to the Company Stock Plans or any assumed employee benefit contemplated by clause (iii); provided, trusteethat the aggregate number of shares of Stock that the Company may sell or issue or agree to sell or issue pursuant to clause (iii) shall not exceed 10% of the total number of shares of Stock outstanding immediately following the offering of the Shares contemplated by this Agreement plus the shares reserved for issuance under the Company Stock Plans and provided, distributee or transfereefurther, as that in the case may be, of clause (iii) each recipient of such securities during the Restricted Period shall execute and deliver to the Underwriter enter into a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing agreement with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodUnderwriters.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Selling Shareholder Company will not not, nor will it publicly disclose the intention to, (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitation, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the issuance of shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, not to exceed an aggregate of 5% of the number of outstanding shares of Stock immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriters; or (2iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any investment fund plan described in the Prospectus or other entity controlled any assumed benefit plan pursuant to an acquisition or managed by similar strategic transaction. If the Selling Shareholder; provided that (A) such doneeRepresentatives, trusteein their sole discretion, distributee agree to release or transferee, as waive the case may be, shall execute and deliver to the Underwriter restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, by waiver substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, or file with the Commission a registration statement under the Securities Act (other than a Registration Statement on Form S-8) relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (bB) transfers Stock issued as consideration for acquisitions entered into or announced after the date hereof; provided, that the shares of Stock issued do not represent more than 10% of the Stock outstanding upon completion of the offering pursuant to (1) any this Agreement and the recipient of its stockholders, partners, members or affiliates (as such term is defined shares agrees in Rule 501(b) under the Securities Act (each, writing to be bound by an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter agreement substantially in the form of this paragraph for the balance of the lock-up periodExhibit A attached hereto, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donorthe grant of Stock Options, doneerestricted stock awards, transferor phantom stock awards and other equity-based incentive awards to the Company’s directors, officers, employees or transferee) under Section 16 consultants pursuant to the Company’s stock incentive plans existing on the date hereof and in compliance with the requirements of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), as defined below) and (cD) any shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options to purchase Stock or (ii) to effect other awards or the cashless vesting or other equity-based incentive awards granted under the Company’s stock-based compensation plans existing on the date hereof or upon exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to any warrants outstanding on the expiration of the lock-up perioddate hereof.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitation, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”than any registration statement on Form S-8), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentative, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1B) any shares of its stockholdersCommon Stock issued upon the exercise of options granted under Company Stock Plans or withheld to pay the exercise price payable to the Company upon the exercise of such options pursuant to “net exercise” or similar arrangements at any time after the period ending 30 days after the date of the Prospectus, partners(C) any shares of Common Stock withheld for tax purposes in connection with the vesting and distribution of shares of Common Stock granted under Company Stock Plans, members (D) any shares of Common Stock or affiliates options to purchase Common Stock to employees, directors and/or consultants of the Company pursuant to Company Stock Plans, (as such term is defined E) any shares of Common Stock issued upon the exercise of warrants outstanding on the date hereof and disclosed in Rule 501(bthe Prospectus, and (F) under any shares of Common Stock or securities convertible into or exchangeable for Common Stock to one or more counterparties in connection with the Securities Act consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology (each, an a “AffiliateStrategic Transaction”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, sum of the aggregate number of shares of Common Stock so issued in connection with Strategic Transactions shall execute and deliver to not exceed 5% of the Underwriter a lock-up letter in total outstanding shares of Common Stock immediately following the form completion of this paragraph for the balance offering of the lock-up period, Shares and (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration issuance of such shares of Common Stock each recipient of such Common Stock agrees in writing not to sell, offer, dispose of or otherwise transfer any such Common Stock during such 90-day period without the prior written consent of the lock-up period, and such a Plan Representative (which consent may only be established if no public announcement withheld at the sole discretion of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodRepresentative)).

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitation, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”than any registration statement on Form S-8), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentative, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by issued upon the Selling Shareholder exercise of options granted under Company Stock Plans, (C) any shares of Common Stock or options to purchase Common Stock to employees, directors and/or consultants of the Company pursuant to Company Stock Plans, (D) any shares of Common Stock issued upon the exercise of warrants outstanding on the open market following this offering if date hereof and only if no filing by any party under Section 16 disclosed in the Prospectus and (E) shares of the Exchange Act Common Stock or other report securities convertible into or filing shall be required exchangeable for Common Stock to one or shall be made voluntarily more counterparties in connection with such sale the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology (a “Strategic Transaction”), including without limitation an issuance of 3,636,926 shares of Common Stock that is contingent upon satisfaction of a development milestone under a Stock Purchase Agreement dated January 6, 2011 with Intrexon Corporation (the “Intrexon Shares”) (provided that (A) the sum of the aggregate number of shares of Common Stock so issued in connection with Strategic Transactions (other than a filing on a Form 5 made after the expiration Intrexon Shares) shall not exceed 5% of the locktotal outstanding shares of Common Stock immediately following the completion of this offering of Shares and (B) prior to the issuance of such shares of Common Stock each recipient of such Common Stock agrees in writing not to sell, offer, dispose of or otherwise transfer any such Common Stock during such 90-up period), (d) day period without the establishment of any contract, instruction or plan (a “Plan”) that satisfies all prior written consent of the requirements of Rule 10b5-1(c)(1) under Representative (which consent may be withheld at the Exchange Act; provided that no sales sole discretion of the LockRepresentative). Notwithstanding the foregoing, if (1) during the last 17 days of the 90-up Securities shall be made pursuant day restricted period, the Company issues an earnings release or material news or a material event relating to such a Plan the Company occurs; or (2) prior to the expiration of the lock90-up day restricted period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by announces that it will release earnings results during the Selling Shareholder16-day period beginning on the last day of the 90-day period, the Company or any other person, prior restrictions imposed by this Agreement shall continue to apply until the expiration of the lock18-up day period beginning on the issuance of the earnings release or the occurrence of the material news or material event unless the Representative waives such extension in writing; except that such extension will not apply if (i) the shares of Common Stock are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (eiii) dispositions the provisions of shares NASD Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of Stock any research reports relating to the Company (i) to satisfy tax withholding obligations in connection with published or distributed by the exercise of options to purchase Stock Underwriter during the 15 days before or (ii) to effect after the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration last day of the lock90-up periodday period (before giving effect to such extension).

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, in each case without the prior written consent of the UnderwriterCredit Suisse Securities (USA) LLC, in each case other than (aA) the Shares to be sold by hereunder and the Selling Shareholder hereunder, Company’s 1.50% Convertible Senior Notes due 2026 (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate2026 Notes”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter be sold in the form of this paragraph for the balance of the lock-up periodconcurrent private placement, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise of options, restricted stock units or restricted stock awards or upon the vesting of awards, including restricted stock units or restricted stock awards, granted under Company Stock Plans and shares of Stock issued pursuant to the Company’s employee stock purchase plan, described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or warrants described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any options, restricted stock units, restricted stock awards, and other awards granted under Company Stock Plans, including the Company’s employee stock purchase plan, described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the filing by the Selling Shareholder Company of any registration statement on the open market following this offering if Form S-8 or a successor form thereto, (E) any shares of Stock, options and only if no filing by any party under Section 16 equity awards granted to new employees of the Exchange Act Company as inducement awards pursuant to Nasdaq Listing Rule 5635(c)(4), (F) shares of Stock or other report or filing shall be required or shall be made voluntarily securities issued in connection with such sale a transaction that includes a commercial relationship (other including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or not less than a filing on a Form 5 made after the expiration majority or controlling portion of the lock-up period)equity of another entity, (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions aggregate number of shares of Stock issued pursuant to this clause (F) shall not exceed 10% of the Company total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto, and (iG) any shares of Stock issuable upon conversion of the Company’s $150.0 million aggregate principal amount of 3.00% Convertible Senior Notes due 2022 or the 2026 Notes; provided, further, the recipient of any such shares of Stock and securities issued pursuant to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock clauses (C), (E) or (iiF) to effect during the cashless exercise 90-day restricted period described above shall enter into an agreement substantially in the form of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodExhibit A hereto.

Clear Market. For a period of 30 60 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or publicly file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make undertake any offer, sale, pledge, disposition of the foregoing (provided that the Company shall provide written notice to the Representatives at least two business days prior to any confidential or filing or file with the Commission non-public submission of a registration statement under the Securities Act with respect to any of the foregoingdescribed in this clause (i)), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of Barclays Capital Inc. and X.X. Xxxxxx Securities LLC, on behalf of the UnderwriterUnderwriters, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholdersshares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted stock units (“RSUs”) or performance based restricted stock units (“PBRSUs”) (including net settlement), partnersin each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, members stock awards, restricted stock, RSUs, PBRSUs, or affiliates other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options, settlement of RSUs or PBRSUs or otherwise), in each case, pursuant to or subject to the terms of an equity compensation plan in effect as such term is defined of the Closing Date and described in Rule 501(b) under the Securities Act Prospectus (each, an the “AffiliateCompensation Plans”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee recipients that are executive officers or transferee, as directors of the case may be, shall execute and deliver to the Underwriter Company enter into a lock-up letter agreement with the Underwriters substantially in the form of this paragraph for Exhibit A hereto; (iii) entry into one or more agreements providing for, and the balance issuance of, up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions of the securities, business, property or assets of another person or entity, joint ventures, commercial relationships or other similar strategic transactions or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition, provided that such recipients enter into a lock-up period, agreement with the Underwriters; or (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (div) the establishment filing of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodregistration statement on Form S-8.

Clear Market. For a period of 30 120 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the Underwriter, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Common Stock or affiliates securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or the issuance of shares of Common Stock underlying restricted stock units (“RSUs”) or performance stock units (“PSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, PSUs, or any other equity awards and the issuance of its Affiliates’ shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling ShareholderProspectus; provided that (A) that, in each case, such donee, trustee, distributee recipients who are directors or transferee, as the case may be, shall execute and deliver to the Underwriter executive officers have delivered a lock-up letter agreement to the Underwriter substantially in the form of Exhibit A hereto; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this paragraph Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; and (iv) the issuance of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock in connection with the Company entering into an agreement providing for the balance acquisition by the Company of the lock-up periodsecurities, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donorbusiness, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report assets of another person or filing shall be required entity or shall be made voluntarily pursuant to an employee benefit plan assumed by the Company in connection with such transfer acquisition, whether entered into during or distribution (other than a filing on a Form 5 made after prior to the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange ActRestricted Period; provided that no sales the total number of shares of Common Stock issued pursuant to this clause (iv) shall not exceed 10% of the Lock-up Securities shall be made total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement (determined on a fully diluted basis and as adjusted for stock splits, stock dividends and other similar events after the date hereof); provided, further, that the recipients of any shares of Common Stock or securities convertible into or exercisable for shares of Common Stock issued pursuant to such a Plan this clause (iv) during the Restricted Period shall enter into an agreement substantially in the form of Exhibit A hereto with respect to the remaining portion of the Restricted Period on or prior to the expiration date of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodissuance.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Selling Shareholder Company will not or publicly disclose the intention to undertake any of the following: (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterMxxxxx Sxxxxxx & Co. LLC and Pxxxx Xxxxxxx & Co., in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling Shareholder; Prospectus, provided that (A) any such doneerecipient, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter extent not already a party to a lock-up letter agreement with Representatives, enters into a lock-up agreement substantially in the form of this paragraph Exhibit D hereto for the balance remainder of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the 90 day lock-up period (except for any RSUs issued pursuant to any separation and/or consulting agreements entered into in connection the termination of certain named executive officers as described in the Report on Form 8-K dated June 7, 2023); and (eiii) dispositions of shares of Stock to the filing by the Company (i) of any registration statement on Form S-8 or a successor form thereto relating to satisfy tax withholding obligations a Company equity incentive plan or employee stock purchase plan described in connection with the exercise of options to purchase Stock or (ii) to effect Registration Statement, the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to Pricing Disclosure Package and the expiration of the lock-up periodProspectus.

Clear Market. For a During the period of 30 days after commencing on the date of the ProspectusProspectus and ending on February 17, 2015 (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, in each case other than (a1) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (12) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise of options or settlement of restricted stock units granted under Company Stock Plans, sales of shares pursuant to the Company’s employee stock purchase plan and grants of equity awards granted under the Company Stock Plans, in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (3) the filing of the Company of registration statements on Form S-8 with respect to employee benefit plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (4) the issuance by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 Company of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, in an aggregate amount not to exceed 10% of the Exchange Act or other report or filing shall be required or shall be made voluntarily Company’s outstanding securities, determined as of the Closing Date, in connection with such sale one or more acquisitions of a company or a business, assets or technology of another person or entity, joint ventures, commercial relationships or strategic alliances (other than a filing on a Form 5 made after including but not limited to marketing or distribution arrangements, collaboration agreements or intellectual property license agreements), provided in the expiration case of clause (4) above, the recipients of the Common Stock have signed a lock-up period), (d) agreement in the establishment of any contract, instruction or plan (a “Plan”) that satisfies all agreed upon form for the balance of the requirements of Rule 10b5-1(c)(1Restricted Period. Notwithstanding the foregoing, if (1) under during the Exchange Act; provided that no sales last 17 days of the Lock-up Securities shall be made pursuant Restricted Period, the Company issues an earnings release or material news or a material event relating to such a Plan the Company occurs; or (2) prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling ShareholderRestricted Period, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by announces that it will release earnings results during the Selling Shareholder16-day period beginning on the last day of the Restricted Period, the Company or any other person, prior restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company further agrees that it will not release any security holder from, or waive any provisions of, any lock-up period and (e) dispositions of shares of Stock to or similar agreement between the Company (i) to satisfy tax withholding obligations in connection with and any security holder without the exercise prior written consent of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodX.X. Xxxxxx Securities LLC.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationCommon Stock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any hedging, swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentative, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Common Stock or affiliates securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an inducement plan or an equity compensation plan in effect as of each Closing Date and employees described in the Prospectus; (iii) the issuance of up to 10% of the outstanding shares of Common Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Common Stock, immediately following each Closing Date, in acquisitions, strategic transactions of assets or acquisition of equity of another entity or in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (2) to any investment fund including joint ventures, marketing or other entity controlled distribution arrangements, collaboration agreements, intellectual property license agreements, or managed by the Selling Shareholder; lending agreements or arrangements), provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter recipients enter into a lock-up letter agreement with the Placement Agents; or (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by Prospectus or any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or assumed benefit plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment an acquisition or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodsimilar strategic transaction.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, or file with the Commission a registration statement (other than Registration Statements on Form S-8) under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (bB) transfers issuances of Ordinary Shares pursuant to (1) any the conversion or exchange of its stockholdersconvertible or exchangeable securities, partnersthe exercise of warrants or options, members or affiliates (as such term is defined in Rule 501(b) otherwise pursuant to awards granted under the Securities Act Company Stock Plans, in each case outstanding on the date hereof, (eachC) grants of options, an “Affiliate”)Ordinary Shares, restricted stock units or awards and other awards pursuant to the terms of a Company Stock Plan in effect on the date hereof or issuances of Ordinary Shares pursuant to the exercise of such options or pursuant to such awards, (D) entry into any agreement providing for the issuance of Ordinary Shares or any security convertible into or exercisable for Ordinary Shares in connection with the acquisition by the Company or any of its Affiliates’ directorssubsidiaries of the securities, officers and employees or (2) to any investment fund business, property or other assets of another person or entity controlled or managed pursuant to an employee benefit plan assumed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily Company in connection with such transfer acquisition, and the issuance of any such securities pursuant to any such agreement or distribution (other than a filing on a Form 5 made after E) entry into any agreement providing for the expiration issuance of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by Ordinary Shares or any party under Section 16 of the Exchange Act security convertible into or other report or filing shall be required or shall be made voluntarily exercisable for Ordinary Shares in connection with such sale (joint ventures, commercial relationships or other than a filing on a Form 5 made after strategic transactions, and the expiration of the lock-up period), (d) the establishment issuance of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Actsuch securities pursuant to any such agreement; provided that no sales in the case of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, clauses (D) and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder(E), the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions aggregate number of shares of Stock to Ordinary Shares that the Company may sell or issue or agree to sell or issue pursuant to clauses (iD) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or and (iiE) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration not exceed [ ]% of the lock-up periodtotal number of Ordinary Shares issued and outstanding immediately following the completion of the transactions contemplated by this Agreement.

Clear Market. For a period of 30 60 days after the date of the ProspectusProspectus (the “Lock-Up Period”), the Selling Shareholder Company will not (i) 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, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationCommon Stock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesCommon Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC, in each case other than (a1) the Shares to be sold by the Selling Shareholder hereunder, (b2) transfers shares of Common Stock issued in connection with any acquisition or other strategic transaction including licensing and collaborations undertaken by the Company, provided that the recipient shall execute a “lock-up” agreement substantially in the form of Exhibit A hereto agreeing not to dispose of such shares during the Lock-Up Period and provided further, that the number of shares of Common Stock issued pursuant to this clause (12) shall not exceed 10% of the shares of Common Stock then outstanding, (3) grants of any stock option or restricted stock unit under any Company Stock Plan established prior to the date hereof, (4) any shares of its stockholdersCommon Stock or restricted stock units of the Company issued upon the exercise of options or the vesting of restricted stock units of the Company under Company Stock Plans, partnersor automatic sales of Common Stock pursuant to the terms of the Company Stock Plans to cover tax payments or any form of “cashless” exercise generally available under such Company Stock Plans, members or affiliates (as such term is defined in Rule 501(b5) any shares of Common Stock of the Company issued upon the conversion of a security outstanding on the date hereof, (6) the filing and effectiveness under the Securities Act of any registration statement (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees supplement or (2) amendment to any investment fund or other entity controlled or managed previously-filed registration statement) that the Company may be required to file with the Securities and Exchange Commission pursuant to any rights of the holders of warrants outstanding as of the date hereof, (7) the filing and effectiveness under the Securities Act of any registration statement on Form S-8 relating to inducement grants made by the Selling Shareholder; provided that Company prior to the date hereof and (8) the filing and effectiveness under the Securities Act of a resale prospectus for up to 13,527 shares of Common Stock issued in connection with acquisition of intellectual property. Notwithstanding the foregoing, if (A) such doneeduring the last 17 days of the 60-day restricted period, trustee, distributee the Company issues an earnings release or transferee, as the case may be, shall execute and deliver material news or a material event relating to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, Company occurs; or (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock60-up day restricted period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by announces that it will release earnings results during the Selling Shareholder16-day period beginning on the last day of the 60-day period, the Company or any other person, prior restrictions imposed by this Agreement shall continue to apply until the expiration of the lock18-up day period and (e) dispositions of shares of Stock to beginning on the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration issuance of the lock-up periodearnings release or the occurrence of the material news or material event unless the Representative waived such extension in writing.

Clear Market. For a period of 30 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap swap, hedging, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterJPM and Goldman, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise (including any “early”, “net” or “cashless” exercises) of options or restricted stock units granted under Company Stock Plans disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, provided that each newly appointed director or executive officer that is a recipient of such securities execute a lockup agreement for the Restricted Period in the form of Exhibit D hereto, (C) any filing by the Selling Shareholder Company of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan or any assumed employee benefit plan contemplated by clause (F), (D) any securities issued or equity awards granted under a Company Stock Plan disclosed in the open market following this offering if and only if no filing by Registration Statement, the Pricing Disclosure Package or the Prospectus, provided that each newly appointed director or executive officer that is a recipient of such securities execute a lockup agreement for the Restricted Period in the form of Exhibit D hereto, (E) any party under Section 16 shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Exchange Act Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or other report the Prospectus, provided that each newly appointed director or filing shall be required or shall be made voluntarily executive officer that is a recipient of such securities execute a lockup agreement for the Restricted Period in the form of Exhibit D hereto, and (F) up to 7.5% of the total number of outstanding shares of the Company’s securities immediately following the issuance of the Shares, issued by the Company in connection with such sale mergers, acquisitions or commercial or strategic transactions (other than a filing on a Form 5 made after the expiration including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of the lock-up period)technology, (dassets or intellectual property licenses) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales the recipient execute a lockup agreement for the Restricted Period in the form of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodExhibit D hereto.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling Shareholder; Prospectus, provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter recipients enter into a lock-up letter agreement with the Underwriters substantially in the form of this paragraph Exhibit A hereto for the balance remainder of the 90 day lock-up period, ; (Biii) such transfer shall not involve a disposition for value and (C) no the filing by of any party (donor, donee, transferor registration statement on Form S-8 relating to securities granted or transferee) under Section 16 to be granted pursuant to any plan in effect as of the Exchange Act Closing Date and described in the Prospectus or other public report any assumed benefit plan pursuant to an acquisition or filing shall be required or shall be made voluntarily in connection with such transfer or distribution similar strategic transaction; (other than a filing on a Form 5 made after the expiration of the lock-up period), (civ) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily securities issued in connection with such sale a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (other including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a filing on a Form 5 made after the expiration majority or controlling portion of the lock-up period)equity of another entity, provided that (dx) the establishment aggregate number of any contract, instruction or plan shares issued pursuant to this clause (a “Plan”iv) that satisfies all shall not exceed five percent (5%) of the requirements total number of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of outstanding shares of Stock to immediately following the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration issuance and sale of the Shares pursuant hereto and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (iv) during the 90-day restricted period described above shall enter into an agreement substantially in the form of Exhibit A hereto for the remainder of the 90 day lock-up period.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the Underwriter, in each case Representatives other than (a) the Shares to be sold by hereunder. The restrictions described above do not apply to (i) the Selling Shareholder offer, issuance, sale and disposition of the Shares hereunder, (bii) transfers the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iii) grants of options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iv) the issuance of up to 5 % of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriters; or (2v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any investment fund plan in effect on the date of this Agreement and described in the Prospectus or other entity controlled any assumed benefit plan pursuant to an acquisition or managed by similar strategic transaction. If the Selling Shareholder; provided that (A) such doneeRepresentatives, trusteein their sole discretion, distributee agree to release or transferee, as waive the case may be, shall execute and deliver to the Underwriter restrictions set forth in a lock-up letter described in Section 8(l) (No Legal Impediment to Issuance and/or Sale) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, waiver by press release substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC—provided, however, that the Underwriter, foregoing restrictions in each case other than clauses (ai) or (ii) will not apply to (1) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) hereunder and any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with issued upon the exercise of options to purchase (including performance-based options) or warrants, or the vesting or settlement of restricted stock units or awards (including performance-based units or awards), granted under Company Stock or Plans, (ii2) to effect the cashless exercise grants of options or warrants (including performance-based options), or restricted stock units or awards (including performance-based units or awards), pursuant to purchase Company Stock Plans (3) the establishment or amendment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of the Common Stock; , provided that such dispositions plan does not provide for the transfer of Common Stock during the Restricted Period and no public announcement or filing under the Exchange Act shall only be permitted required of, or voluntarily made by, or on behalf of, the Company regarding the establishment or amendment of such plan, (4) the filing by the Company of any registration statement on Form S-8 relating to a Company Stock Plan, and (5) shares of Stock or other securities issued in connection with respect to options a transaction (including the assumption of an employee benefit plan as part of such transaction) with an unaffiliated third party that would otherwise terminate includes a bona fide commercial relationship (including joint ventures, marketing or expire prior to the expiration distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the lockequity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (5) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (5) during the 90-up periodday restricted period described above shall enter into an agreement substantially in the form of Exhibit A hereto.

Clear Market. For a During the period of 30 from the date hereof through and including the date that is 60 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ restricted stock units (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, restricted stock units, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or (2) to any investment fund or other entity controlled or managed by described in the Selling Shareholder; Prospectus, provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter recipients enter into a lock-up letter agreement with the Underwriters; or (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by Prospectus or any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or assumed benefit plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment an acquisition or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodsimilar strategic transaction.

Clear Market. For a period of 30 60 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the Underwriter, in each case other than (a) the Shares to be sold by hereunder. The restrictions described above do not apply to (i) the Selling Shareholder hereunderissuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including any “net” or “cashless” exercise) or the settlement of RSUs (including any “net” or “cashless” settlement), in each case outstanding on the date of this Agreement and described in the Prospectus, (bii) transfers grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, (iii) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Stock, provided that (1) any such plan does not provide for the transfer of its stockholders, partners, members Stock during such 60-day period and (2) to the extent a public announcement or affiliates (as such term is defined in Rule 501(b) filing under the Securities Act Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Stock may be made under such plan during such 60-day period, (eachiv) the repurchase of any shares of Stock pursuant to the Company’s existing share repurchase programs, agreements or rights providing for an “Affiliate”)option to repurchase or a right of first refusal on behalf of the Company pursuant to the Company’s repurchase rights or agreements that were in existence on the date hereof and described in the Prospectus and (v) the issuance by the Company of shares of Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Stock in connection with (1) the acquisition by the Company or any of its Affiliates’ directorssubsidiaries of the securities, officers business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and employees the issuance of any such securities pursuant to any such agreement, or (2) to any investment fund or the Company’s joint ventures, commercial relationships and other entity controlled or managed by strategic transactions, provided the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions aggregate number of shares of Stock to that the Company may sell or issue or agree to sell or issue pursuant to this clause (iv) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration not exceed 5% of the lock-up periodtotal number of shares of Stock outstanding immediately following the offering of the Shares contemplated by this Agreement.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, or file with the Commission a registration statement (other than Registration Statements on Form S-8) under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the Underwriter, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (bB) transfers issuances of Ordinary Shares pursuant to (1) any the conversion or exchange of its stockholdersconvertible or exchangeable securities, partnersthe exercise of warrants or options, members or affiliates (as such term is defined in Rule 501(b) otherwise pursuant to awards granted under the Securities Act Company Stock Plans, in each case outstanding on the date hereof, (eachC) grants of options, an “Affiliate”)Ordinary Shares, restricted stock units or awards and other awards pursuant to the terms of a Company Stock Plan in effect on the date hereof or issuances of Ordinary Shares pursuant to the exercise of such options or pursuant to such awards, (D) entry into any agreement providing for the issuance of Ordinary Shares or any security convertible into or exercisable for Ordinary Shares in connection with the acquisition by the Company or any of its Affiliates’ directorssubsidiaries of the securities, officers and employees or (2) to any investment fund business, property or other assets of another person or entity controlled or managed pursuant to an employee benefit plan assumed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily Company in connection with such transfer acquisition, and the issuance of any such securities pursuant to any such agreement or distribution (other than a filing on a Form 5 made after E) entry into any agreement providing for the expiration issuance of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by Ordinary Shares or any party under Section 16 of the Exchange Act security convertible into or other report or filing shall be required or shall be made voluntarily exercisable for Ordinary Shares in connection with such sale (joint ventures, commercial relationships or other than a filing on a Form 5 made after strategic transactions, and the expiration of the lock-up period), (d) the establishment issuance of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Actsuch securities pursuant to any such agreement; provided that no sales in the case of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, clauses (D) and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder(E), the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions aggregate number of shares of Stock to Ordinary Shares that the Company may sell or issue or agree to sell or issue pursuant to clauses (iD) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or and (iiE) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration not exceed 5% of the lock-up periodtotal number of Ordinary Shares issued and outstanding immediately following the completion of the transactions contemplated by this Agreement.

Clear Market. For a period of 30 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, lend or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives; provided, in each case other than however, that the foregoing restrictions shall not apply to (a1) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (12) any shares of its stockholdersStock issued upon the conversion of convertible preferred stock described in the Registration Statement, partnersthe Pricing Disclosure Package and the Prospectus outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement, members (3) the grant or affiliates issuance of any shares of Stock or any securities or other awards (as including without limitation options, restricted stock or restricted stock units) convertible into, exercisable for, or that represent the right to receive, shares of Stock pursuant to any Company Stock Plan or otherwise in equity compensation arrangements described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (4) any shares of Stock issued upon the conversion, exercise (whether such term exercise is defined in Rule 501(b) under the Securities Act (each, an for cash or “Affiliatecashless”)) or exchange of convertible, exercisable or exchangeable securities, including warrants, outstanding on the date of this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (5) the filing by the Company of any of its Affiliates’ directors, officers and employees registration statement on Form S-8 or (2) a successor form thereto relating to any investment fund Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (6) any shares of Stock or any securities convertible into or exchangeable for, or that represent the right to receive, shares of Stock issued in connection with any bona fide licensing, commercialization, joint venture, technology transfer, acquisition, development collaboration or other entity controlled or managed by the Selling Shareholder; strategic transaction, provided that the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock (A) such donee, trustee, distributee on an as-converted or transfereeas-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue as described in this clause (6) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; provided that the recipient of any such shares of Stock or securities issued pursuant to clauses (2), (3), (4) and (6) during the Restricted Period shall execute and deliver enter into a “lock-up” agreement, substantially in the form of Exhibit B. If the Representatives, in their sole discretion, agree to release or waive the Underwriter restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, waiver by press release substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver.

Clear Market. For a period of 30 60 days after the date of the ProspectusProspectus (as may be extended as set forth below, the Selling Shareholder “Lock-Up Period”), the Company will not (i) 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, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise otherwise, or (iii) make file any registration statement (other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for or exercise any right registration pursuant to an existing agreement) with respect the Commission relating to the registration offering by the Company of any shares of the Lock-up Securities, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the Underwriter, in each case other than preceding paragraph shall not apply to (a) the Shares to be sold by the Selling Shareholder hereunder, ; (b) transfers the issuance by the Company of shares of Common Stock upon the exercise of an option or the conversion of a security outstanding on the date hereof; (c) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to (1) any of its stockholders, partners, members or affiliates (as such term is defined in employees entering employment with the Company pursuant to Nasdaq Listing Rule 501(b) under the Securities Act (each, an “Affiliate”5635(c)(4)) or any of its Affiliates’ directorsassumed in connection with a business combination, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such doneeoptions, trusteerestricted stock and other equity-based awards do not vest, distributee in whole or transfereein part, as during the case may be, shall execute and deliver Lock-Up Period or the underlying shares are subject to the Underwriter a “lock-up letter up” agreement, substantially in the form of this paragraph for Annex C hereto; (e) the balance issuance by the Company of shares of Common Stock representing up to 10% of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 Company’s outstanding stock as of the Exchange Act date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of loan agreements entered into during the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up periodUp Period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with respect the offering of the Shares contemplated hereby, of the number of shares needed to options that would otherwise terminate or expire prior maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the expiration Investor Agreement, provided that in the case of the clause (f), such shares of Common Stock are subject to a “lock-up periodup” agreement, substantially in the form of Annex C hereto.

Clear Market. For a period of 30 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap swap, hedging, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterJPM and BofA, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased issued upon the exercise (including any “early”, “net” or “cashless” exercises) of options or restricted stock units granted under Company Stock Plans disclosed in the Registration Statement, the Pricing Disclosure Package, the Prospectus, or, in each case, any document incorporated by reference therein, provided that each newly appointed director or executive officer that is a recipient of such securities execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto, (C) any filing by the Selling Shareholder Company of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan or any assumed employee benefit plan contemplated by clause (F), (D) any securities issued or equity awards granted under a Company Stock Plan disclosed in the open market following this offering if and only if no filing Registration Statement, the Pricing Disclosure Package, the Prospectus, or, in each case, any document incorporated by reference therein, provided that each newly appointed director or executive officer that is a recipient of such securities execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto, (E) any party under Section 16 shares of Common Stock issued upon the exercise, conversion or exchange of securities of the Exchange Act Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package, the Prospectus, or, in each case, any document incorporated by reference therein, provided that each newly appointed director or other report or filing shall be required or shall be made voluntarily executive officer that is a recipient of such securities execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto, and (F) up to 7.5% of the total number of outstanding shares of the Company’s securities immediately following the issuance of the Shares, issued by the Company in connection with such sale mergers, acquisitions or commercial or strategic transactions (other than a filing on a Form 5 made after the expiration including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of the lock-up period)technology, (dassets or intellectual property licenses) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales the recipient execute a lockup agreement for the Restricted Period in the form of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodExhibit A hereto.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitation, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoingStock, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, or (iii) publicly disclose the intention to undertake any of the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterRepresentatives, in each case other than (aA) the Shares to be sold by the Selling Shareholder hereunder, or (bB) transfers any shares of Common Stock issued upon the conversion of convertible preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The restrictions described above also do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers and employees advisors, or consultants pursuant to the terms of an equity compensation plan described in the Prospectus; (iii) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions, joint ventures or other similar strategic transactions; or (2iv) the filing of any registration statement on Form S-8 or a successor form thereto relating to securities granted or to be granted pursuant to any investment fund stock plan described in the Prospectus or other entity controlled any assumed benefit plan pursuant to an acquisition or managed by the Selling Shareholdersimilar strategic transaction; provided that the recipient of any such shares or securities issued or granted pursuant to clauses (Ai), (ii) such doneeand (iii) during the 180-day restriction period described above shall enter into a “lock-up” agreement in the form of Exhibit D hereto. If the Representatives, trusteein their sole discretion, distributee agree to release or transferee, as waive the case may be, shall execute and deliver to the Underwriter restrictions set forth in a lock-up letter described in Section 6(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, by waiver substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver.

Clear Market. For a period of 30 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Selling Shareholder Company will not (i) 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, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing filing, or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap swap, hedging, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of JPM, BofAS and Xxxxx; provided, however, that the Underwriter, in each case other than foregoing restrictions shall not apply to (a1) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers to (12) any shares of its stockholdersStock issued upon the conversion of convertible preferred stock described in the Registration Statement and the Prospectus outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement, partners(3) the grant or issuance of any shares of Stock or any securities or other awards (including without limitation options, members restricted stock or affiliates restricted stock units) convertible into, exercisable for, or that represent the right to receive, shares of Stock pursuant to any Company Stock Plan or otherwise in equity compensation arrangements described in the Registration Statement and the Prospectus, (as 4) any shares of Stock issued upon the conversion, exercise (whether such term exercise is defined in Rule 501(b) under the Securities Act (each, an for cash or “Affiliatecashless”)) or any exchange of its Affiliates’ directorsconvertible, officers exercisable or exchangeable securities outstanding on the date of this Agreement and employees or (2) described in the Registration Statement and the Prospectus granted pursuant to any investment fund plan in effect on the date hereof and described in the Registration Statement and the Prospectus, (5) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to any Company Stock Plan described in the Registration Statement and the Prospectus and (6) any shares of Stock or any securities convertible into or exchangeable for, or that represent the right to receive, shares of Stock issued in connection with any bona fide licensing, commercialization, joint venture, technology transfer, acquisition, development collaboration or other entity controlled or managed by the Selling Shareholder; strategic transaction, provided that the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock (A) such donee, trustee, distributee on an as-converted or transfereeas-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue as described in this clause (6) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; provided that the recipient of any such shares of Stock or securities issued pursuant to clauses (2), (3), (4) and (6) during the Restricted Period shall execute and deliver to the Underwriter enter into a “lock-up letter up” agreement, substantially in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period.Exhibit A.

Clear Market. For a period of 30 90 days after the date of the Prospectus, the Selling Shareholder Company will not not, or publicly disclose the intent to, (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the Underwriter, in each case Representatives other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) any the issuance of its stockholders, partners, members shares of Stock or affiliates securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)including net exercise) or any the settlement of its Affiliates’ RSUs (including net settlement), in each case outstanding on the date of this Agreement or described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, officers advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and employees or described in the Prospectus; (2iii) the issuance of up to any investment fund 5% of the outstanding shares of Stock immediately following the Closing Date, in acquisitions or other entity controlled or managed by the Selling Shareholder; similar strategic transactions, provided that (A) such donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Underwriter recipients enter into a lock-up letter agreement with the Underwriters substantially in the form of this paragraph for Exhibit A hereto; or (iv) the balance filing of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor registration statement on Form S-8 relating to securities granted or transferee) under Section 16 of the Exchange Act or other public report or filing shall to be required or shall be made voluntarily granted pursuant to any plan in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder effect on the open market following date of this offering if Agreement and only if no filing by described in the Prospectus or any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or assumed benefit plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment an acquisition or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodsimilar strategic transaction.

Clear Market. For a period of 30 60 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterXxxxxxxxx LLC and Guggenheim Securities, in each case LLC other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement or described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan or employee stock purchase plan in effect as of the Closing Date and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect as of its stockholdersthe Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) shares of Stock to The Broad Institute and the President and Fellows of Harvard College pursuant to the Company’s Cas9 License Agreement; (v) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, partnersmarketing or distribution arrangements, members collaboration agreements or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)intellectual property license agreements) or any acquisition of its Affiliates’ directorsassets or acquisition of not less than a majority or controlling portion of the equity of another entity, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (Ax) the aggregate number of shares issued pursuant to this clause (v) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Shares pursuant hereto and (y) the recipient of any such donee, trustee, distributee or transferee, as shares of Stock and securities issued pursuant to this clause (v) during the case may be, 60-day restricted period described above shall execute and deliver to the Underwriter a lock-up letter enter into an agreement substantially in the form of this paragraph Exhibit A hereto for the balance remainder of the 60 day lock-up period; (vi) the issuance by the Company of shares of Common Stock in connection with sales under an “at-the-market” equity offering program pursuant to an Open Market Sale AgreementSM (the “Sale Agreement”) between the Company and Xxxxxxxxx LLC dated as of July 1, (B) such transfer shall not involve a disposition for value and (C) 2022, provided no filing by any party (donor, donee, transferor or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or sales shall be made voluntarily under the Sale Agreement until the earlier of (x) the exercise in connection with such transfer full by the Underwriters of their option to purchase the Option Shares or distribution (other than a filing on a Form 5 made after y) the expiration thirtieth day following the date of the lock-up period), Prospectus; or (cvii) shares of Stock the issuance and sale by the Company in a private placement concurrently with the offering of the Underwritten Shares contemplated hereby to Xxx Xxxxx and Company purchased by at the Selling Shareholder on same price as the open market following this public offering if and only if no filing by any party under Section 16 of price as the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to the expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodUnderwritten Shares.

Clear Market. For a period of 30 180 days after the date of the Prospectus, the Selling Shareholder Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (including without limitationStock, Stock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), publicly disclose the intention to make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to undertake any of the foregoing, or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-up SecuritiesStock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securitiesotherwise, without the prior written consent of the UnderwriterX.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, in each case other than (a) the Shares to be sold by the Selling Shareholder hereunder, (b) transfers . The restrictions described above do not apply to (1i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters substantially in the form of Exhibit D hereto for the remainder of the 180 day lock-up period; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect as of its stockholdersthe Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, partnersmarketing or distribution arrangements, members collaboration agreements or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)intellectual property license agreements) or any acquisition of its Affiliates’ directorsassets or acquisition of not less than a majority or controlling portion of the equity of another entity, officers and employees or (2) to any investment fund or other entity controlled or managed by the Selling Shareholder; provided that (Ax) the aggregate number of shares issued pursuant to this clause (iv) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Shares pursuant hereto and (y) the recipient of any such doneeshares of Stock and securities issued pursuant to this clause (iv) during the 180-day restricted period described above shall enter into an agreement substantially in the form of Exhibit D hereto for the remainder of the 180 day lock-up period. If X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC in their sole discretion, trustee, distributee agree to release or transferee, as waive the case may be, shall execute and deliver to the Underwriter restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of this paragraph for Exhibit B hereto at least three business days before the balance effective date of the lock-up period, (B) such transfer shall not involve a disposition for value and (C) no filing by any party (donor, donee, transferor release or transferee) under Section 16 of the Exchange Act or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any party under Section 16 of the Exchange Act or other report or filing shall be required or shall be made voluntarily in connection with such sale (other than a filing on a Form 5 made after the expiration of the lock-up period), (d) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the Lock-up Securities shall be made pursuant to such a Plan prior to the expiration of the lock-up period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholderwaiver, the Company agrees to announce the impending release or any other person, shall be required, and no such announcement or filing is made voluntarily, by waiver substantially in the Selling Shareholder, form of Exhibit C hereto through a major news service at least two business days before the Company or any other person, prior to the expiration effective date of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock release or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up periodwaiver.