Common use of Lockup Clause in Contracts

Lockup. From and after the date of this Agreement and through and including the earliest to occur of (a) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) nine months after such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (c) the one year anniversary of the Effective Date of the Registration Statement resulting in all Registrable Securities being registered for resale in accordance with the terms and conditions of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "Lockup Period"), the Holder irrevocably agrees it will not offer, pledge, encumber, 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 announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares). In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares under any registration statement, Rule 144 or otherwise in violation of this Agreement.

Lockup. From and after the date of this Agreement and through and including the earliest to occur of (a) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) nine months after such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (c) the one year anniversary of the Effective Date effective date of the Registration Statement a registration statement resulting in all Registrable Securities Shares being registered for resale in accordance with by the terms and conditions of the Registration Rights Agreement Investors (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "Lockup Period"), the Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, 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 announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares)) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares under except in compliance with this Agreement. Notwithstanding the foregoing, each Holder may transfer any registration statementHolder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, Rule 144 domestic partner, lineal descendant, father, mother or otherwise in violation sibling of the undersigned), provided that each resulting transferee of such Holder's Shares executes and delivers to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this AgreementAgreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Lockup. From and after the date of this Agreement and through and including the earliest to occur of (a) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) nine months after such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (c) the one year anniversary of the Effective Date of the a Registration Statement resulting in all Registrable Securities being registered for resale (as defined in accordance with the terms and conditions of the Registration Rights Agreement Agreement) being covered by a then effective registration statement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "“Lockup Period"”), the Holder irrevocably agrees it will not offer, pledge, encumber, 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 announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares), except for Holder’s Shares (i) transferred pursuant to will, the laws of decent and distribution, or qualified domestic relations order, (ii) disposed of as bona fide gifts, and (iii) transferred to a trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; provided, however, that any Holder’s Shares transferred pursuant to items (ii) and (iii) of this letter shall be subject to the same restrictions set forth in this letter. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are Shares covered by a any registration statementstatements, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares under any such registration statement, Rule 144 statements or otherwise in violation of this Agreement. In the event the Company files two Registration Statements which are subsequently declared effective by the Commission, and following the one year anniversary of the Effective Date of the second such Registration Statement, all Registrable Securities are not yet effective, then the percentage of the Holder’s Shares which shall remain subject to this Section 4 shall correspond to the percentage of Registrable Securities (as defined in the Registration Rights Agreement) which are not yet then registered for resale on an effective Registration Statement.

Lockup. From and after the date of this Agreement and through and including the earliest to occur of (a) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) nine months after such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (c) the one year six month anniversary of the Effective Date of the initial Registration Statement resulting in all Registrable Securities being registered for resale in accordance with the terms and conditions filed pursuant to Section 2(a) of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any the initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement during which either (1) the Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) required to be covered therebyregistered on such Registration Statement) (the "“Lockup Period"”), the Holder irrevocably agrees it will not offer, pledge, encumber, 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 announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares), except for Holder’s Shares (i) transferred pursuant to will, the laws of decent and distribution, or qualified domestic relations order, (ii) disposed of as bona fide gifts, and (iii) transferred to a trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; provided, however, that any Holder’s Shares transferred pursuant to items (ii) and (iii) of this letter shall be subject to the same restrictions set forth in this letter. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are Shares covered by a any registration statementstatements, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares under any such registration statement, Rule 144 statements or otherwise in violation of this Agreement.

Lockup. From and after the date of this Agreement and through and including the earliest to occur of (a) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) nine months after such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (c) the one year anniversary of the Effective Date of the a Registration Statement resulting in all Registrable Securities Shares being registered for resale in accordance with by the terms and conditions of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) Investors (the "Lockup Period"), the Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, 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 announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares)) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares under except in compliance with this Agreement. Notwithstanding the foregoing, each Holder may transfer any registration statementHolder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, Rule 144 domestic partner, lineal descendant, father, mother or otherwise in violation sibling of the undersigned), provided that each resulting transferee of such Holder's Shares executes and delivers to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this AgreementAgreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Lockup. From a. With respect to 100% of the Founder Shares and 50% of the Non-Founder Shares (collectively, the “Lockup Shares”), from and after the date of this Agreement and through and including the earliest to occur of (a) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) nine months after such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (c) the one year anniversary of the Effective Date date on which all of the Registration Statement resulting in all Registrable Securities being registered for resale in accordance with the terms Shares and conditions Warrant Shares are listed or quoted on a National Stock Exchange pursuant to Section 4.11 of the Registration Rights Agreement (plus one additional day for Purchase Agreement, each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "Lockup Period"), the applicable Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, 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 announce the offering of, any of its Holder’s the Lockup Shares held by such Holder (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares)such shares) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop transfer order with the Transfer Agent its transfer agent on all Holder’s Shares, such Lockup Shares including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Lockup Shares under this Agreement and direct the transfer agent Transfer Agent not to process any attempts by the applicable Holder to resell or transfer any Lockup Shares held by such Holder’s Shares under any registration statement, Rule 144 or otherwise except in violation of compliance with this Agreement. b. Notwithstanding anything to the contrary provided in Section 3.a. hereof, , each Holder may transfer any Holders’ Shares held by such Holder by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" means, for the foregoing purposes, the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned); provided, that each resulting transferee of such Holder's Shares executes and delivers to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, each Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holders’ Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China.

Lockup. From and after the date of this Agreement and through and including the earliest to occur earlier of (a) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) nine months after such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (ci) the one one-year anniversary of the Effective Date of the Registration Statement resulting in date on which all “Registrable Securities being registered for resale in accordance with the terms and conditions of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities Securities” (as such term is defined in the Registration Rights Agreement entered into in connection with the Purchase Agreement), other than the 2007 Make Good Shares and 2008 Make Good Shares, have been registered for resale on Registration Statements declared effective by the Commission, or (ii) required to be covered thereby) the two-year anniversary of the Closing Date (the "“Lockup Period"”), the Holder irrevocably agrees it will not offer, pledge, encumber, 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 announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares). In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are Shares covered by a any registration statementstatements, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares under any such registration statement, Rule 144 statements or otherwise in violation of this Agreement. The foregoing shall not apply to (a) any transfer with respect to the Holder Shares to a person that agrees in writing to be bound by the terms of this Lock-Up Letter Agreement (with a copy thereof to the Investors), (b) bona fide gifts, whether to charitable organizations or otherwise, provided the recipient thereof agrees in writing to be bound by the terms of this Lock-Up Letter Agreement (with a copy thereof to the Investors), (c) dispositions to any foundation, trust, partnership or the limited liability company, as the case may be, exclusively for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such person (or trustee of such trust) agrees in writing to be bound by the terms of this Lock-Up Letter Agreement (with a copy thereof to the Investors), (d) dispositions by a partnership to a partner of such partnership, provided such partner agrees in writing to be bound by the terms of this Lock-Up Letter Agreement (with a copy thereof to the Investors) and (e) dispositions by a limited liability company to a member of such company, provided such member agrees in writing to be bound by the terms of this Lock-Up Letter Agreement (with a copy thereof to the Investors).

Lockup. From and after the date of this Agreement and through and including the earliest to occur of (a) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) nine months after such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (c) the one year anniversary of the Effective Date earlier of (i) the Registration Statement effective date of a registration statement resulting in all Registrable Securities Shares being registered for resale in accordance with by the terms and conditions Investors, or (ii) such date that all Shares are eligible to be sold pursuant to Rule 144 of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date Securities Act of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (1933, as defined in the Registration Rights Agreement) required amended, without restriction as to be covered thereby) volume (the "Lockup Period"), the Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, 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 announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares)) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares under except in compliance with this Agreement. Notwithstanding the foregoing, each Holder may transfer any registration statementHolder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, Rule 144 domestic partner, lineal descendant, father, mother or otherwise in violation sibling of the undersigned), provided that each resulting transferee of such Holder's Shares executes and delivers to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this AgreementAgreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Lockup. From During the period beginning on the Effective Time and ending on the date that is the earliest of (i) one year after the date of this Agreement and through and including the earliest to occur of (a) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) nine months after such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (c) the one year anniversary of the Effective Closing Date of the Registration Statement resulting in all Registrable Securities being registered for resale in accordance with the terms and conditions of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Business Combination Agreement), (ii) required the date on which the closing price of the shares of New Parent Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing at least 150 days after the Closing Date, and (iii) the consummation after the Effective Time of a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to be covered thereby) exchange their shares of New Parent Common Stock for cash, securities or other property (a “Liquidity Event” and such period described in the "Lockup Period"first sentence of this clause (a), the Holder irrevocably “Lock-Up Period”), each Stockholder Party agrees it will not to, directly or indirectly, offer, pledge, encumber, sell, contract to sell, sell pledge, grant any option or contract to purchase, make any short sale or otherwise dispose of any shares of New Parent Common Stock, or any options or warrants to purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectlyshares of New Parent Common Stock, or announce the offering of, any of its Holder’s Shares (including any securities convertible into, exchangeable for or exchangeable forthat represent the right to receive shares of New Parent Common Stock, or representing any interest in any of the rights foregoing, which as of or immediately following the Effective Time are owned directly by the undersigned (including holding as a custodian) or with respect to receivewhich the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission (collectively, Holder’s Sharesthe “covered shares”). In furtherance thereof, the Company will (x) place The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing sale or disposition of the stop order and covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the restrictions on covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares under any registration statement, Rule 144 or otherwise in violation of this Agreementcovered shares.

Lockup. From and after the date of this Agreement and through and including the earliest to occur of (a) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) nine months after such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (c) the one two year anniversary of the Effective Closing Date of the Registration Statement resulting in all Registrable Securities being registered for resale in accordance with the terms and conditions of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "Lockup Period"), the Holder irrevocably agrees it will not offer, pledge, encumber, 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 announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares)) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares under except in compliance with this Agreement. Notwithstanding the foregoing, each Holder may transfer any registration statementHolder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, Rule 144 domestic partner, lineal descendant, father, mother or otherwise in violation sibling of the undersigned), provided that each resulting transferee of such Holder's Shares executes and delivers to you an agreement satisfactory to you certifying that such transferee is bound by the terms of this AgreementAgreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Lockup. From and after In the event the Company conducts a firm commitment, underwritten public offering of its equity securities (an “Underwritten Offering”), during the period commencing on the date of this Agreement the final prospectus relating to the Underwritten Offering, and through and including ending on the earliest to occur of (a) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold date specified by the Holders of Company and the Registrable Securities included thereinmanaging underwriter(s) (such period not to exceed one hundred eighty (180) days, (b) nine months after or such time other period as all of the Registrable Securities covered by such Registration Statement may be sold requested by the Holders without volume Company or an underwriter to accommodate regulatory restrictions pursuant to Rule 144, or on (ci) the one year anniversary publication or other distribution of the Effective Date of the Registration Statement resulting in all Registrable Securities being registered for resale in accordance with the terms research reports, and conditions of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1ii) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "Lockup Period"analyst recommendations and opinions), the Holder irrevocably hereby agrees that it will not not, without the prior written consent of the managing underwriter of such Underwritten Offering: (A) lend; offer, ; pledge, encumber, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or announce any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the offering ofHolder or are thereafter acquired); or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of its Holder’s Shares the economic consequences of ownership of such securities; whether any such transaction described in clause (including any securities convertible intoA) or (B) above is to be settled by delivery of Common Stock or other securities, in cash, or exchangeable for, or representing the rights to receive, Holder’s Shares)otherwise. In furtherance thereof, the Company will (xThe foregoing provisions of this Section 5(d) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, shall (y) notify its transfer agent not apply to the Transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such Transfer will not involve a disposition for value; and (z) be applicable to the Holder only if all officers and directors of the stop order Company are subject to the same restrictions. Notwithstanding anything herein to the contrary, the underwriters in connection with an Underwritten Offering are intended third-party beneficiaries of this Section 5(d) and will have the restrictions on right, power and authority to enforce the provisions hereof as though they were a party hereto. The Holder further agrees to execute such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts agreements as may be reasonably requested by the Holder underwriters in connection with an Underwritten Offering that are consistent with this Section 5(d) or that are necessary to resell or transfer any Holder’s Shares under any registration statement, Rule 144 or otherwise in violation of this Agreement.give further effect thereto

Lockup. From and after the date of this Agreement and through and including the earliest to occur of (a) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) nine months after such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (c) the one year anniversary of the Effective Date effective date of the Registration Statement a registration statement resulting in all Registrable Securities Shares being registered for resale in accordance with by the terms and conditions of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) Investors (the "Lockup Period"), the Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, 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 announce the offering of, any of its Holder’s 's Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s 's Shares)) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s 's Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s 's Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s 's Shares under except in compliance with this Agreement. Notwithstanding the foregoing, each Holder may transfer any registration statementHolder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, Rule 144 domestic partner, lineal descendant, father, mother or otherwise in violation sibling of the undersigned), provided that each resulting transferee of such Holder's Shares executes and delivers to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this AgreementAgreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Lockup. From and after the date of this Agreement and through and including the earliest to occur of twelve (a12) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) nine months after such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (c) the one year month anniversary of the Effective Closing Date of under the Registration Statement resulting in all Registrable Securities being registered for resale in accordance with the terms and conditions of the Registration Rights Stock Purchase Agreement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "“Lockup Period"”), the Holder irrevocably agrees it will not offer, pledge, encumber, 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 announce the offering of, any of its the Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, the Holder’s Shares). In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all of the Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such the Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any of the Holder’s Shares under any registration statement, Rule 144 or otherwise in violation of this Agreement. Notwithstanding the foregoing, the undersigned may sell or otherwise transfer Holder’s Shares: (i) as a bona fide gift or gifts or pledge or pledges, provided that the Holder provides prior written notice of such gift or gifts or pledge to the Company and the Investors and the donee or donees or pledgee or pledgees (as the case may be) thereof agree to be bound by the restrictions set forth herein; provided, that any such gifts or pledges shall not, in the aggregate (adding up all such gifts and pledges), exceed eight percent (8%) of the outstanding shares of Common Stock at the time of any such gift or pledge; and (ii) on death by will or intestacy to the undersigned’s immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and a member or members of the undersigned’s immediate family, provided that the transferee thereof agrees to be bound by the restrictions set forth herein.

Lockup. From (a) With respect to 100% of the Founder Shares and 50% of the Non-Founder Shares (collectively, the "Lockup Shares"), from and after the date of this Agreement and through and including the earliest to occur of (a) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) nine months after such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (c) the one year anniversary of the Effective Date date on which all of the Registration Statement resulting in all Registrable Securities being registered for resale in accordance with the terms Shares and conditions Warrant Shares are listed or quoted on a National Stock Exchange pursuant to Section 4.11 of the Registration Rights Agreement (plus one additional day for Purchase Agreement, each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "Lockup Period"), the applicable Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, encumber, 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 announce the offering of, any of its Holder’s the Lockup Shares held by such Holder (including any securities convertible into, or exchangeable for, or representing the rights to receive, Holder’s Shares)such shares) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop transfer order with the Transfer Agent its transfer agent on all Holder’s Shares, such Lockup Shares including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Lockup Shares under this Agreement and direct the transfer agent Transfer Agent not to process any attempts by the applicable Holder to resell or transfer any Lockup Shares held by such Holder’s Shares under any registration statement, Rule 144 or otherwise except in violation of compliance with this Agreement. (b) Notwithstanding anything to the contrary provided in Section 3.a. hereof, , each Holder may transfer any Holders' Shares held by such Holder by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" means, for the foregoing purposes, the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned); provided, that each resulting transferee of such Holder's Shares executes and delivers to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, each Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holders' Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China.