Common use of Exceptions to Lock-Up Clause in Contracts

Exceptions to Lock-Up. Notwithstanding Clauses 9.1 above, in the event that the Preference Shareholders have collectively disposed of more than 50% of the total number of Preference Shares (including, for purposes of calculation, the Ordinary Shares issuable upon conversion of such Preference Shares) held by them as at the date hereof (“Preference Shareholders’ Sale Shares”), the Founders shall have the right (and not the obligation) to dispose of their Shares in the Company subject to the following terms: 9.3.1 If the average sale price of the Preference Shareholders’ Sale Shares (“Preference Shareholders’ Average Price”) is at a valuation above or equal to that for a Qualifying IPO, then the Founders may dispose of such number of Shares as may be equal to the total number of Preference Shareholders’ Sale Shares (on an as-converted basis) (“Founders’ Sale Portion”). 9.3.2 If the Preference Shareholders’ Average Price is at a valuation below that for a Qualifying IPO, then the Founders’ Sale Portion shall be reduced to one-third of the total number of Preference Shareholders’ Sale Shares (on an as-converted basis). 9.3.3 Subject to the pre-emption, co-sale and other rights accorded to the Parties under Clause 7, the Founders shall be entitled to transfer their Founders’ Sale Portion (as determined in accordance with this Clause 9.3) to a third party (“Founders’ Third Party Purchaser”). 9.3.4 In addition, the Founders shall satisfy and ensure that the Founders’ Third Party Purchaser satisfy the requirements under Clause 7.7 and Clause 7.9 in respect of the aforesaid transfer of Shares.