Common use of Restriction on Sale of Securities by Company Clause in Contracts

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) the issuance of Lock-Up Securities pursuant to the terms of an employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Act. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesCredit Suisse, in cash or otherwise), each case except (A) grants of stock options, stock appreciation rights, restricted stock, restricted stock units or other stock-based awards pursuant to the issuance Company’s 2010 Stock Incentive Plan, (B) to effect the stock split described in the Prospectus and the General Disclosure Package, (C) the filing of any registration statement on Form S-8 with respect to the Company’s 2010 Stock Incentive Plan or the Company’s Amended and Restated 2004 Stock Incentive Plan, (D) issuances of Lock-Up Securities pursuant to the terms exercise, conversion or vesting of an employee benefit planstock options, qualified stock option plan appreciation rights, restricted stock, restricted stock units, deferred stock units or other director stock-based awards or (E) the exercise of any other employee compensation plan, or an agreement existing pursuant to such plan, in effect stock options outstanding on the date hereof, in the case of each of clauses (BA), (C), (D) and (E), to the performance by extent that such plans, options or other equity awards are described in the Company of its obligations under the registration rights agreements between the Company Prospectus and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Act. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Credit Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials material news or material event, as applicable, unless the Representative Credit Suisse waives, in writing, such extension. The Company will provide the Representative Credit Suisse with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesRepresentatives, except, in cash or otherwise)each case, except (A) the Securities to be sold hereunder; (B) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof and disclosed in the General Disclosure Package and the Final Prospectus, and authorized for issuance as of the date hereof; (C) issuances of Lock-Up Securities pursuant to the terms exercise of an such options or the exercise of any other employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect options outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company hereof and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed described in the General Disclosure Package, Package and the Final Prospectus; or (CD) the issuance of Lock-Up Securities in an amount connection with the acquisition by the Company or any of its subsidiaries of the securities, 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; provided, however, that in the case of clause (D) such Lock-Up Securities shall not to exceed in the aggregate 15% exceed five percent (5%) of the Company’s outstanding common shares of capital stock on a fully-diluted basis as of the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Acthereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Company Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Company Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Company Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Company Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Company Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Company Lock-Up Securities within the meaning of Section 16 of the Exchange Act or Act, (v) file with the Commission a registration statement under the Act relating to Company Lock-Up Securities, or (vi) publicly disclose the intention to take any such action, without the prior written consent of the Representative Credit Suisse Securities (whether any transaction mentioned in USA) LLC (i) through (iii) is “Credit Suisse”). The foregoing sentence shall not apply to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) grants of employee stock options (or the issuance of LockSecurities pursuant to such options) or other equity-Up Securities based compensation awards pursuant to the terms of an a plan disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus or the exercise of any other employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect options outstanding on the date hereofhereof and disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, provided such Securities (other than any Company employee stock options issued to employees of Sunoco as a result of the conversion of Sunoco stock options held by such employees into Sunoco stock options and vested Company stock options in connection with the Distribution (as defined below)) do not vest and are not transferable during the Company Lock-Up Period, or (B) the performance by the Company filing of its obligations under the any registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed statement on Form S-8 relating to securities described in the General Disclosure Package, or clause (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActA). The initial Company Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Credit Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the initial Company Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Company Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Company Lock-Up Period, then in each case the Company Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative Credit Suisse waives, in writing, such extension. The Company will provide the Representative Credit Suisse with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Company Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is Representatives. The foregoing restrictions will not apply to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) the issuance issuances of Lock-Up Securities pursuant to the terms conversion or exchange of an employee benefit plan, qualified stock option plan convertible or other director exchangeable securities or employee compensation plan, the exercise of warrants or an agreement existing pursuant to such planoptions, in effect each case outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each in accordance with their respective terms as disclosed described in the General Disclosure PackagePackage and the Final Prospectus, (B) grants of stock options or other Lock-Up Securities in the ordinary course pursuant to the terms of a plan described in the General Disclosure Package and the Final Prospectus, and issuances of Lock-Up Securities pursuant to the exercise of such options or other Lock-Up Securities provided, however, that such options or Lock-Up Securities shall remain subject to the applicable lock-up agreements or (C) the issuance filing of a registration statement on Form S-8 relating to the securities issuable upon the exercise of such options or to Lock-Up Securities issued in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection accordance with such issuance during the Lock-Up Period unless required under the Exchange Actclause (B) above. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the initial Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waiveswaive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below beginning on the date hereof and ending on the date that is 30 days after the Closing Date (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): ) (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than (1) a registration statement on Form S-8 with respect to Securities granted pursuant to or reserved for issuance under any Company equity incentive plan described in the Registration Statement, General Disclosure Package and the Final Prospectus or (2) confidential or non-public submissions to the Commission of any registration statements under the Securities Act; provided that in the use of this clause (2), (w) no public announcement of such confidential or non-public submission shall be made, (x) if any demand was made for, or any right exercised with respect to such, registration of Securities or securities convertible, exercisable or exchangeable into Securities, no public announcement of such demand or exercise of rights shall be made, (y) the Company shall provide written notice at least two business days prior to such confidential or non-public submission to each Underwriter and (z) no such confidential or non-public submission shall become a publicly available registration statement during the Lock-Up Period), or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) the issuance of Lock-Up Securities pursuant to the terms of an employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Act. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up PeriodUnderwriters.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and the Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to its Securities common stock or any securities convertible into or exchangeable or exercisable for any of its Securities common stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is Underwriter, other than the Shares to be settled by delivery sold hereunder, grants of the Securities employee stock options, restricted stock units, restricted stock or such other securities, in cash or otherwise), except (A) the issuance of Lockequity-Up Securities based awards pursuant to the terms of an employee benefit plan, qualified stock option plan or other director or employee compensation plansimilar arrangement described in the Registration Statement, or an agreement existing pursuant to such planthe General Disclosure Package and the Final Prospectus, in effect on the date hereof, (B) the performance by any shares of Stock of the Company issued upon the exercise or vesting of its obligations options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the registration rights agreements between stock-based compensation plans of the Company and its subsidiaries described in the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred StockRegistration Statement, each as disclosed in the General Disclosure Package, Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or (C) the issuance of Lock-Up Securities in replace an amount not to exceed employee benefit or similar arrangement described in the aggregate 15% of Registration Statement, the Company’s outstanding common stock on General Disclosure Package and the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActFinal Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 45 days after the date hereof or such earlier date that the Representative agrees Underwriter consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below commencing on the date hereof and continuing for 180 days after the date hereof or such earlier date that the Representatives consent to in writing (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to any class of its Securities common stock or any securities convertible into or exchangeable or exercisable for any class of its Securities common stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesRepresentatives, except, in cash or otherwise)each case, except with respect to (A) the sale of the Offered Securities, (B) issuances of Lock-Up Securities pursuant to the (1) conversion or exchange of convertible or exchangeable securities or (2) exercise of warrants or options, in each case outstanding on the date hereof and disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, (C) grants of employee stock options pursuant to the terms of a plan in effect on the First Closing Date and disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or the issuance of Lock-Up Securities pursuant to the terms exercise of an employee benefit plansuch options, qualified stock option plan provided that such Lock-Up Securities received upon such exercise or other director or employee compensation planvesting are non-transferable for the remainder of the Lock-Up Period, or an agreement existing (D) the filing of a registration statement with the Commission on Form S-8 to register the offer and sale of securities to be issued pursuant to such plan, any equity compensation plan in effect on the date hereofFirst Closing Date and disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus and (BE) the performance issuance by the Company of shares of its obligations under common stock or any securities convertible into or exchangeable or exercisable for shares of its common stock in connection with an acquisition, business combination or joint venture (including the filing of a registration rights agreements between the Company and the Selling Stockholder statement on Form S-4 or the certificate of designations for the Company’s Class A Convertible Preferred Stockother appropriate form with respect thereto), each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in provided that the aggregate 15% number of shares of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject issued pursuant to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance this clause (E) during the Lock-Up Period unless required under shall not exceed 10% of the Exchange Acttotal number of shares of its common stock issued and outstanding on the First Closing Date and provided further, in the case of any issuance pursuant to this clause (E), any recipient of shares of the Company’s common stock shall have executed and delivered to the Representatives a lockup letter substantially in the form attached hereto as Exhibit B prior to the issuance and receipt of such shares. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials material news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the immediately preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative Credit Suisse Securities (whether any transaction mentioned in (iUSA) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)LLC, except (Ax) the issuance issuances of Lock-Up Securities pursuant to the exercise of warrants or options, in each case outstanding on the date hereof and described in the General Disclosure Package and the Final Prospectus, (y) grants of employee stock options pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company hereof and the Selling Stockholder or the certificate exercise of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s any such options outstanding common stock on the date hereof as consideration indescribed in the General Disclosure Package and Final Prospectus, or in and (z) filing with the Commission a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required registration statement under the Exchange ActAct on Form S-8 with respect to securities issued pursuant to an employee stock purchase plan as described in the General Disclosure Package and Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then then, in each case (A) the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative Credit Suisse Securities (USA) LLC waives, in writing, such extension. The extension and (B) the Company will shall provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise such fact to an extension of the each person subject to a Lock-Up PeriodAgreement.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesRepresentatives, except, in cash or otherwise)each case, except (A) the Securities to be sold hereunder, (B) grants of employee stock options authorized for issuance as of the date hereof, pursuant to the terms of a plan in effect on the date hereof and disclosed in the General Disclosure Package and the Final Prospectus, (C) issuances of Lock-Up Securities pursuant to the terms exercise of an employee benefit plansuch options (provided, qualified stock option plan however, that such Lock-Up Securities are subject to a lock-up agreement substantially in the form attached hereto as Exhibit B for the remainder of the Lock-Up Period) and the filing of a Registration Statement on Form S-8 in connection therewith or other director or employee compensation plan, or an agreement existing (D) issuances of Lock-Up Securities pursuant to such plan, in effect the exercise of any other employee stock options outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company hereof and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) Package and the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActFinal Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials material news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except (A) the issuance issuances of Lock-Up Securities pursuant to the terms conversion or exchange of an employee benefit plan, qualified stock option plan convertible or other director or employee compensation plan, or an agreement existing pursuant to such planexchangeable securities, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each case as disclosed described in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Act. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials material news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. The restrictions set forth in this Section 5(k) shall not apply to (A) the sale of Securities to the Underwriters; (B) any issuance necessary to effectuate the conversion of preferred stock or the stock split described in the General Disclosure Package (collectively, the “Reorganization Transactions”); (C) grants of employee stock options, restricted stock or other equity-based compensation awards in accordance with the terms of an employee stock plan described in the General Disclosure Package, provided that such securities either do not vest or are not transferable except in accordance with the provisions of the applicable lock-up letter during the Lock-Up Period; (D) the filing of a registration statement on Form S-8 with respect to an employee stock plan described in the General Disclosure Package; or (E) offers, sales and issuances of up to 5% of the Securities outstanding after giving effect to the consummation of the offering contemplated hereby and the Reorganization Transactions as consideration or partial consideration for acquisitions of businesses or in connection with the formation of joint ventures, provided that Securities issued pursuant to this clause (E) are subject to the terms of an agreement having substantially the same terms as the lock-up letters described in Section 7(i) of this Agreement.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Securities, the Underlying Shares or any securities convertible into or exchangeable or exercisable for any of its Securities or Underlying Shares (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in Representatives, except (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) the issuance issuances of Lock-Up Securities pursuant to upon the terms exercise of an employee benefit plan, qualified stock option plan options disclosed as outstanding in the General Disclosure Package or other director or employee compensation plan, or an agreement existing pursuant to such plan, described in effect on the date hereofsubsection (ii) below, (Bii) the performance grant by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder stock options, stock appreciation rights, restricted stock, restricted stock units or the certificate of designations for other stock-based awards pursuant to the Company’s Class A Convertible Preferred Stock, each 2009 Long-Term Incentive Plan as disclosed described in the General Disclosure Package, or (Ciii) the issuance by the Company of Lock-Up Securities in an amount not to exceed in the aggregate 1510% of the Company’s outstanding common stock on the date hereof total number of shares of Offered Securities as consideration inor partial consideration for the acquisition of another corporation or entity or the acquisition of assets or properties of any such corporation or entity, or in connection with a capital raising transaction licensing, lending or similar transaction, (iv) issuances of Securities upon the proceeds conversion of which are used forall of the Class A Convertible Redeemable Preferred Stock and Class B Convertible Redeemable Preferred Stock as described in the General Disclosure Package upon the closing of the transactions contemplated by this Agreement or (v) the filing of any registration statement on Form S-8 with respect to any stock incentive plan or stock ownership plan relating to securities described in clause (i) or (ii) above; provided, any mergerhowever, acquisition or other business combinationthat in each case described in clause (iii) above, subject to each of the recipients of such issuance being the Securities agrees in writing to the Representatives to be bound by the terms restrictions described in this paragraph for the remainder of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActPeriod. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Credit Suisse and Jefferies, except (Aa) the issuance issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (b) the filing of a registration statement on Form S-8 relating to the General Disclosure Package and the Final Prospectus, and grants of employee stock options or other equity grants pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (Bc) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance issuances of Lock-Up Securities in an amount not pursuant to exceed in a bona fide merger, consolidation, acquisition of securities, businesses, property or other assets, joint venture, collaboration, licensing or strategic alliances or other similar transactions, providing that the aggregate 15number of shares of Securities shall not exceed 5% of the Company’s total number of Securities issued and outstanding common immediately following the completion of the transactions contemplated by this Agreement, or (d) issuances of Lock-Up Securities pursuant to the exercise of options or other equity grants described in clause (b) or the exercise of any other employee stock options or other equity grants outstanding on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Acthereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Credit Suisse and Jefferies consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase purchase, or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned Underwriters. These restrictions in (ithis Section 5(l) through (iii) is shall not apply to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) grants of restricted shares, restricted stock units, share options or other equity grants in accordance with the terms of an incentive plan existing on the Closing Date and described in the General Disclosure Package and the Final Prospectus, (B) the issuance of Lock-Up Securities upon the exercise of an option or warrant or the conversion of a security granted under an incentive plan existing on the Closing Date and described in the General Disclosure Package and the Final Prospectus and the exercise of such grants thereof; and (C) the filing of a registration statement on Form S-8 relating to the offering of Securities in accordance with the terms of an incentive plan existing on the Closing Date and described in the General Disclosure Package and the Final Prospectus; and (D) the registration of Securities pursuant to the terms of an employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for granted prior to the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock initial public offering and existing on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActClosing Date. The initial Lock-Up Period will commence on the public offering date hereof set forth on the Final Prospectus (the “Public Offering Date”) and continue for 90 until and include the date 30 days after the date hereof or such earlier date that the Representative agrees to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up PeriodPublic Offering Date.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge pledge, make any short sale or otherwise transfer or dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Xxxxxxx Xxxxx, Jefferies and SVB Leerink; except the Representative Company may (whether any transaction mentioned in (ia) through (iii) is to be settled by delivery grant employee stock options, restricted shares of the Securities common stock or such other securities, in cash or otherwise), except (A) the issuance of Lock-Up Securities equity grants pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (Bb) issue Lock-Up Securities pursuant to the performance by exercise of such options or equity grants, (c) issue Lock-Up Securities upon the Company exercise of its obligations under any other employee stock options outstanding on the date hereof, (d) sell Lock-Up Securities pursuant to this Agreement, (e) file a registration rights agreements between statement on Form S-8 relating to the Company and the Selling Stockholder or the certificate of designations for Lock-Up Securities granted pursuant to the Company’s Class A Convertible Preferred Stock, each equity incentive plans existing as of the First Closing Date and disclosed in the General Disclosure PackagePackage and the Final Prospectus, and (f) issue Lock-Up Securities or any securities convertible into, or (C) the issuance of exercisable, or exchangeable for, Lock-Up Securities in an amount not to exceed connection with any acquisition or strategic investment (including any joint venture, strategic alliance or partnership); provided, that in the aggregate 15case of clause (f) such issuances, sales or deliveries shall not be greater than 5% of the Company’s total outstanding shares of common stock on of the date hereof as consideration inCompany immediately following the completion of this offering of Offered Securities and, or in a capital raising transaction the proceeds cases of which are used forclauses (b) and (f), any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under Securities agree to be bound by a lockup letter in the Exchange Actform executed by directors, officers and shareholders pursuant to Section 7(h) hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or such earlier date that the Representative agrees Xxxxxxx Xxxxx, Jefferies and SVB Leerink consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case without the prior written consent of Citigroup Global Markets Inc. The restrictions contained in the Representative preceding sentence shall not apply to (whether any transaction mentioned in (ia) through (iii) is the Offered Securities to be settled by delivery of the Securities or such other securitiessold hereunder, in cash or otherwise), except (Ab) the issuance by the Company of options to subscribe for or purchase Lock-Up Securities and other incentive compensation, including deferred stock units, restricted shares or restricted share units, in each case under incentive plans approved by the Board and disclosed in the General Disclosure Package and the Final Prospectus, (c) the filing by the Company of any registration statement on Form S-8 with the Commission relating to the offering of securities pursuant to terms of such incentive or similar plans, (d) the issuance by the Company of Class A common stock or securities convertible into Class A common stock in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that, for purposes of this clause (d), such issuances are limited to an amount equal to 5% of the total shares of Class A common stock outstanding immediately after the completion of the offering (assuming that all partnership interests in TMM Holdings and corresponding shares of Class B common stock outstanding immediately after the completion of the offering are exchanged for shares of Class A common stock); provided further that recipients of such Class A common stock agree to be bound by the terms of the lockup letter in the form of Exhibit A hereto; and (e) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, grants of employee stock options pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance issuances of Lock-Up Securities in an amount not pursuant to exceed in the aggregate 15% exercise of such options or issuances of Lock-Up Securities pursuant to the Company’s outstanding common stock on the date hereof as consideration individend reinvestment plan, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Actif any. The initial Lock-Up Period will commence on the date hereof and continue for 90 45 days after the date hereof or such earlier date that the Representative agrees Citigroup Global Markets Inc. consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is Representatives, other than the Shares to be settled by delivery sold hereunder, grants of the Securities employee stock options, restricted stock units, restricted stock or such other securities, in cash or otherwise), except (A) the issuance of Lockequity-Up Securities based awards pursuant to the terms of an employee benefit plan, qualified stock option plan or other director or employee compensation plansimilar arrangement described in the Registration Statement, or an agreement existing pursuant to such planthe General Disclosure Package and the Final Prospectus, in effect on the date hereof, (B) the performance by any shares of Stock of the Company issued upon the exercise or vesting of its obligations options, restricted stock units, warrants or equity awards or vesting of previously issued awards under the registration rights agreements between stock-based compensation plans of the Company and its subsidiaries described in the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred StockRegistration Statement, each as disclosed in the General Disclosure Package, Package and the Final Prospectus (the “Company Stock Plans”) and the filing of any registration statement on Form S-8 designed to register or (C) the issuance of Lock-Up Securities in replace an amount not to exceed employee benefit or similar arrangement described in the aggregate 15% of Registration Statement, the Company’s outstanding common stock on General Disclosure Package and the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActFinal Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except (A) the issuance sale of Offered Securities to the Underwriters as contemplated by this Agreement, (B) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof and issuances of Lock-Up Securities pursuant to the terms exercise of an such options, (C) the exercise of any other employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect options outstanding on the date hereof, (BD) the performance by the Company issuances of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for Lock-Up Securities pursuant to the Company’s Class A Convertible Preferred Stockdividend reinvestment plan, each as disclosed (E) filing of a registration statement on Form S-8 relating to Lock-Up Securities granted pursuant to a plan in effect on the General Disclosure Package, date hereof or (CF) the issuance issuances of Lock-Up Securities in an amount not to exceed connection with any acquisition or strategic investment (including any joint venture, strategic alliance or partnership); provided that in the aggregate 15case of clause (F), such issuances shall not be greater than 5% of the Company’s total outstanding common stock on Securities immediately following the date hereof as consideration incompletion of this offering of the Offered Securities; provided further, only if such recipient did not previously enter into such an agreement with the Representatives, that the recipient of any such shares of Common Stock or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject securities issued pursuant to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance clause (F) during the Lock180-Up Period unless required under day restricted period shall enter into an agreement substantially in the Exchange Actform of Exhibit B hereto with respect to (and not in excess of) the 180-day restricted period. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase purchase, or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned Underwriters. These restrictions in (ithis Section 5(m) through (iii) is shall not apply to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) grants of restricted shares, restricted stock units, share options or other equity grants in accordance with the terms of an incentive plan existing on the Closing Date and described in the General Disclosure Package and the Final Prospectus, (B) the issuance of Lock-Up Securities upon the exercise of an option or warrant or the conversion of a security granted under an incentive plan existing on the Closing Date and described in the General Disclosure Package and the Final Prospectus and the exercise of such grants thereof; and (C) the filing of a registration statement on Form S-8 relating to the offering of Securities in accordance with the terms of an incentive plan existing on the Closing Date and described in the General Disclosure Package and the Final Prospectus; and (D) the registration of Securities pursuant to the terms of an employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for granted prior to the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock initial public offering and existing on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActClosing Date. The initial Lock-Up Period will commence on the public offering date hereof set forth on the Final Prospectus (the “Public Offering Date”) and continue for 90 and include the date 60 days after the date hereof or such earlier date that the Representative agrees to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up PeriodPublic Offering Date.

Restriction on Sale of Securities by Company. For the period specified below commencing on the date hereof and continuing for 90 days after the date hereof or such earlier date that the Representatives consent to in writing (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to any class of its Securities common stock or any securities convertible into or exchangeable or exercisable for any class of its Securities common stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesRepresentatives, except, in cash or otherwise)each case, except with respect to (A) the sale of the Offered Securities, (B) issuances of Lock-Up Securities pursuant to the (1) conversion or exchange of convertible or exchangeable securities or (2) exercise of warrants or options, in each case outstanding on the date hereof and disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, (C) grants of employee stock options pursuant to the terms of a plan in effect on the First Closing Date and disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or the issuance of Lock-Up Securities pursuant to the terms exercise of an employee benefit plansuch options, qualified stock option plan provided that such Lock-Up Securities received upon such exercise or other director or employee compensation planvesting are non-transferable for the remainder of the Lock-Up Period, or an agreement existing (D) the filing of a registration statement with the Commission on Form S-8 to register the offer and sale of securities to be issued pursuant to such plan, any equity compensation plan in effect on the date hereofFirst Closing Date and disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus and (BE) the performance issuance by the Company of shares of its obligations under common stock or any securities convertible into or exchangeable or exercisable for shares of its common stock in connection with an acquisition, business combination or joint venture (including the filing of a registration rights agreements between the Company and the Selling Stockholder statement on Form S-4 or the certificate of designations for the Company’s Class A Convertible Preferred Stockother appropriate form with respect thereto), each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in provided that the aggregate 15% number of shares of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject issued pursuant to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance this clause (E) during the Lock-Up Period unless required under shall not exceed 10% of the Exchange Acttotal number of shares of its common stock issued and outstanding on the First Closing Date and provided further, in the case of any issuance pursuant to this clause (E), any recipient of shares of the Company’s common stock shall have executed and delivered to the Representatives a lockup letter substantially in the form attached hereto as Exhibit A prior to the issuance and receipt of such shares. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials material news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the immediately preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to any shares of its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is Representative. The foregoing restrictions will not apply to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) the issuance Offered Securities to be sold pursuant to this Agreement, (B) the offer and sale of Brookside Securities contemplated by this Agreement, (C) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and described in the General Disclosure Package or the Final Prospectus and (D) grants of stock options or other Lock-Up Securities in the ordinary course of business pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder hereof or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed a plan described in the General Disclosure PackagePackage or the Final Prospectus, or (C) the issuance and issuances of Lock-Up Securities in an amount not to exceed in issuable upon the aggregate 15% exercise of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition such options or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActSecurities. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “"Lock-Up Period”"), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“"Lock-Up Securities”"): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) the issuance of Lock-Up Securities pursuant to the terms of an employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActRepresentatives. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial any Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial any Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial any Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. Anything herein to the contrary notwithstanding, the foregoing obligations set forth in this paragraph will not apply to the offer, sale, issuance or disposal by the Company of the Offered Securities pursuant to this Agreement or any other Securities of the Company, or any securities convertible into or exchangeable for any of its Securities, pursuant to any equity compensation plan described in the Registration Statement or the General Disclosure Package.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (other than the Offered Securities, securities to be exchanged by the Selling Stockholders therefor and the 2,000,000 units of Magnolia Oil & Gas Parent LLC expected to be purchased by the Company or its subsidiaries substantially concurrently with the closing of the offering of the Offered Securities (such units, the “Concurrent OpCo Units”)) (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned Representative, except through the filing of a supplement to the prospectus included in (i) through (iii) is to be settled by delivery the Registration Statement for the purpose of updating the identities of the Securities selling stockholders named therein and the quantities of shares held thereby (provided that such selling stockholders shall be subject to the lock-up restrictions described in Section 5(k) or such other securities, in cash or otherwiseSection 7(j) hereof), except (A) the issuance filing of a registration statement or an amendment thereto in connection with any registration rights in existence on the date hereof, issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, grants of employee stock options pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, issuances of Lock-Up Securities pursuant to the exercise of such options, issuances of lock-up securities as consideration for any acquisitions as to which definitive agreements have been entered into as of the date hereof, or other issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (Bx) no more than an aggregate of 10% of the performance number of shares of the Company’s capital stock outstanding as of the Closing Date are issued as consideration in connection with all such acquisitions and (y) prior to the issuance of such shares of the Company’s capital stock each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(j) for the remaining term of the Lock-Up Period. Notwithstanding anything to the contrary in this Section 5(j), the restrictions contained in this Section 5(j) shall not apply to (A) purchases by the Company of its obligations Securities or any securities convertible into or exchangeable or exercisable for any of its Securities on the open market, and (B) the establishment of a trading plan pursuant to Rule 10b5-1 under the registration rights agreements between Exchange Act for the Company and transfer of shares of the Selling Stockholder or Company’s capital stock, provided that (i) such plan does not provide for the certificate transfer of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in Common Stock during the General Disclosure Package, or Company Restricted Period and (Cii) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of extent a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required 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 Company Restricted Period. The initial Lock-Up Period will commence on the date hereof and continue for 90 30 days after the date hereof or such earlier date that the Representative agrees consents to in writing; provided, however, that if writing (1) during the last 17 days of the initial Lock-Up “Company Restricted Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period”).

Restriction on Sale of Securities by Company. (A) For the period specified below commencing on the date hereof and continuing for 180 days after the date hereof or such earlier date that the Representatives consent to in writing (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to any class of its Securities common equity or any securities convertible into or exchangeable or exercisable for any class of its Securities common equity (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesRepresentatives, except, in cash or otherwise)each case, except (A) the sale of the Offered Securities, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities, including pursuant to the Conversion, or the exercise of warrants or options, or the vesting and settlement of the restricted stock units, in each case outstanding on the date hereof as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (C) grants of employee stock options, restricted stock units or other equity-based compensation authorized for issuance as of the date hereof, in each case pursuant to the terms of a plan in effect on the date hereof and disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or the issuance of Lock-Up Securities pursuant to the terms exercise of an employee benefit plan, qualified such options or the vesting and settlement of such restricted stock option plan units or other director or employee equity-based compensation plan, or an agreement existing issued pursuant to this clause (C), provided that such plan, Lock-Up Securities received upon such exercise or vesting are non-transferrable and (D) the filing of a registration statement with the Commission on Form S-8 to register the offer and sale of securities to be issued pursuant to any equity compensation plan in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company First Closing Date and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the Registration Statement, the General Disclosure Package, or (C) Package and the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActFinal Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) the Company is not an “emerging growth company” (as defined in Section 2(a)(19) of the Securities Act of 1933, as amended); and (2) either (x) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2y) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then then, in each case case, the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials material news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (iA) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (iiB) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iiiC) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (ivD) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (vE) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Credit Suisse, except (A1) grants of employee stock options pursuant to the issuance terms of a plan in effect on the date hereof as described in the General Disclosure Package and the Final Prospectus, provided that such grants are subject to the terms of a lock-up agreement substantially in the form of Exhibit A or as otherwise reasonably agreed to by Credit Suisse, or are otherwise non-transferrable during the Lock-Up Period, (2) issuances of Lock-Up Securities pursuant to the exercise of such options; provided that such Lock-Up Securities are subject to the terms of an employee benefit plan, qualified stock option plan a lock-up agreement substantially in the form of Exhibit A or other director or employee compensation planas otherwise reasonably agreed to by Credit Suisse, or an agreement existing pursuant to such plan, in effect on are otherwise non-transferrable during the date hereofLock-Up Period, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C3) the issuance of Lock-Up Securities in an amount not connection with the Reorganizations, (4) the filing of a registration statement pursuant to exceed the Registration Rights Agreement, as amended, dated December 23, 2009 to which the Company is a party as described in the General Disclosure Package and the Final Prospectus and the filing of a registration statement on Form S-8 (or such other form as may be required) with respect to the Company’s equity incentive plan as described in the General Disclosure Package and the Final Prospectus and (5) issuances of Lock-Up Securities as consideration in connection with one or more business combination transactions; provided that the aggregate 15number of shares of Securities, together with Securities issuable pursuant to the terms of such Lock-Up Securities, issued during the Lock-Up Period in such transactions does not exceed 10% of the Company’s outstanding common stock on Securities as of the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActClosing Date. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Credit Suisse consents to in writing; provided, however, that if (1x) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2y) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative Credit Suisse waives, in writing, such extension. The Company will provide the Representative Credit Suisse with notice of any announcement described in clause (2y) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, and will not publicly disclose an intention to, directly or indirectly, take any of the following actions with respect to its Securities shares of Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities shares of Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with or confidentially submit to the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesRepresentatives, in cash or otherwise), except except: (A) the issuance issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof as described in each of the General Disclosure Package and the Final Prospectus, (B) grants of employee stock options pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereofhereof as described in each of the General Disclosure Package and the Final Prospectus, (BC) issuances of Lock-Up Securities pursuant to the performance exercise of such options as described in each of the General Disclosure Package and the Final Prospectus, (D) issuances of Lock-Up Securities in connection with acquisitions by the Company provided that (1) the aggregate number of its obligations under Lock-Up Securities issued pursuant to this clause (D) shall not exceed 5% of the registration rights agreements between total number of outstanding shares of Common Stock immediately following the Company issuance and sale of the Selling Stockholder or Offered Securities pursuant hereto and (2) the certificate holder of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed such Lock-Up Securities shall sign a lock-up agreement in the General Disclosure Package, or (C) form attached hereto as Exhibit A if the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance occurs during the Lock-Up Period unless required under Period, or (E) issuances of Lock-Up Securities pursuant to the Exchange ActCompany’s dividend reinvestment plan as described in each of the General Disclosure Package and the Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below beginning on the date hereof and ending on the date that is 180 days after the Closing Date (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): ) (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than (1) a registration statement on Form S-8 with respect to Securities granted pursuant to or reserved for issuance under any Company equity incentive plan described in the Registration Statement, General Disclosure Package and the Final Prospectus or (2) confidential or non-public submissions to the Commission of any registration statements under the Securities Act; provided that in the use of this clause (2), (w) no public announcement of such confidential or non-public submission shall be made, (x) if any demand was made for, or any right exercised with respect to such, registration of Securities or securities convertible, exercisable or exchangeable into Securities, no public announcement of such demand or exercise of rights shall be made, (y) the Company shall provide written notice at least two business days prior to such confidential or non-public submission to each Designated Representative and (z) no such confidential or non-public submission shall become a publicly available registration statement during the Lock-Up Period), or publicly disclose the intention to take any such action, without the prior written consent of the Representative Designated Representatives (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwiseas defined below), except (A) the issuance of Lock-Up Securities pursuant to the terms of an employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Act. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Securities, or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities other than a Registration Statement on Form S-8 relating to equity awards issued or issuable pursuant to the plans described in the General Disclosure Package, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except (A) the issuance issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, grants of employee stock options pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) hereof and issuances of Lock-Up Securities pursuant to the performance by the Company exercise of its obligations under the registration rights agreements between the Company such options and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance issuances of Lock-Up Securities in an aggregate amount not equal to exceed in the aggregate 155% of the Company’s outstanding common capital stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Actacquisitions of businesses, assets or technologies. The initial Lock-Up Period will commence on the date hereof and continue for 90 one hundred and eighty (180) days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension; provided, further that the immediately preceding proviso shall not be applicable upon the passage into federal law of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) to the extent that the JOBS Act prohibits the Commission or any national securities associations from adopting or maintaining rules requiring the foregoing proviso and FINRA confirms through its rulemaking process or otherwise that such rules are, in fact, no longer applicable to the Representatives. The To the extent applicable, the Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative Credit Suisse Securities (whether any transaction mentioned in USA) LLC, except (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) the issuance issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof or described in the Prospectus as being outstanding on or prior to the First Closing Date, (ii) grants of employee or director stock options or other equity-based compensation pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereofhereof or described in the Prospectus as being in effect on or prior to the First Closing Date or issuances of Lock-Up Securities pursuant to the exercise of such options or other equity-based compensation awards, (Biii) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance issuances of Lock-Up Securities in connection with a bona fide merger or acquisition transaction; provided that such Lock-Up Securities so issued are subject to the terms of an amount not to exceed agreement having substantially the same terms as the lock-up letters described in Section 7(h) of this Agreement; and provided further that the aggregate 15amount of Lock-Up Securities issued pursuant to this clause (iii) does not exceed 5% of the Company’s outstanding common stock market capitalization of the Company on the date hereof as consideration inFirst Closing Date, or in a capital raising transaction (iv) the proceeds of which are used for, any merger, acquisition or other business combination, subject sale to the recipients Underwriters of such issuance being bound the Offered Securities pursuant to this Agreement and (v) the filing by the terms Company with the Commission of a similar lock-up agreement any Registration Statement on Form S-8 relating to any shares that have been or may be issued pursuant to clauses (i) and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Act(ii) above. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Credit Suisse Securities (USA) LLC consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case without the prior written consent of the Representative (whether any transaction mentioned in Credit Suisse, except (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) the issuance issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof and described in the General Disclosure Package and Final Prospectus, (ii) issuances of Lock-Up Securities pursuant to the exercise or vesting of warrants, stock options, restricted stock units or other equity awards outstanding on the date hereof or granted pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereofhereof and described in the General Disclosure Package and Final Prospectus (provided that any stock options, restricted stock units or other equity awards granted on or after the date of the completion of this offering will not vest or become exercisable during the Lock-Up Period), (Biii) the performance filing by the Company of any registration statement on Form S-8 or a successor form thereto in connection with its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed equity incentive plans referred to in the General Disclosure Package, Package and Final Prospectus or (Civ) the issuance of Lock-Up up Securities in an amount not to exceed in connection with a joint venture or any other strategic transaction or any acquisitions by the Company of the securities, business property or other assets of another entity, provided that (a) the aggregate 15number of Securities issued pursuant to this clause (iv) shall not exceed 10% of the Company’s total number of outstanding common stock on Securities immediately following the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, First Closing Date and (b) any merger, acquisition or other business combination, subject to the recipients recipient of such issuance being bound by the terms of Securities issued pursuant to this clause (iv) shall execute and deliver to Credit Suisse a similar lock-up agreement and no public disclosure being made letter in the same form as those described in Section 7(g) hereof concurrently with or prior to the issuance of such Securities by the Company. Notwithstanding the foregoing, nothing in this Section 5(k)(A) shall prohibit the Company from repurchasing up to an aggregate of $1,500,000 of Securities that were issued in connection with such issuance during the Lock-Up Period unless required under acquisition of PlanSwift, LLC on the Exchange Actterms set forth in the related acquisition agreement and as described in the General Disclosure Package. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Credit Suisse consents to in writing; provided, however, that if in the event the Company ceases to be an Emerging Growth Company prior to the occurrence of any of the events described below and either (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the materials material news or material event, as applicable, unless the Representative Credit Suisse waives, in writing, such an extension. The Company will provide the Representative Credit Suisse with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities common shares or ADSs, or any securities convertible into or exchangeable or exercisable for any of its Securities common shares or ADSs (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned Representatives, except issuances of Lock-Up Securities pursuant to this Agreement or the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in (i) through (iii) is each case outstanding on the date hereof, grants of employee stock options or other equity incentives pursuant to be settled by delivery the terms of the Securities or such other securitiesCompany’s existing share incentive plans within the number of options authorized for grant as of the date hereof, in cash or otherwise), except (A) the issuance issuances of Lock-Up Securities pursuant to the terms of an employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients exercise of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Actoptions. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, issue, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except (Aa) the Securities to be sold hereunder, (b) grants of securities of the Company authorized for issuance as of the date hereof and in accordance with the terms of any equity compensation plans described in the General Disclosure Package and the Final Prospectus, (c) the filing of a registration statement on Form S-8 with respect to an equity compensation plan described in the General Disclosure Package and the Final Prospectus, (d) [Reserved], (e) issuances of Lock-Up Securities pursuant to the terms exercise of an employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect options outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company hereof and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or Package and Final Prospectus and (Cf) the issuance issuances of Lock-Up Securities in an amount not to exceed as full or partial consideration for one or more acquisitions, mergers, or other joint ventures or other strategic transactions involving the Company or any subsidiary of the Company; provided that in the case of this clause (f), (x) such aggregate 15issuances shall not be greater than 10% of the Company’s total outstanding common stock on Securities immediately following the date hereof as consideration ininitial closing hereunder, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to (y) the recipients of such issuance being Lock-Up Securities agree to be bound by the terms of a similar lock-up agreement letter in the form executed by directors and no officers pursuant to Section 7(i) hereof and (z) in any public disclosure being made announcement regarding the consideration for the such transaction the Company shall refer to the lock-up agreement; provided further that the limitation in connection with such issuance during clause (x) of the preceding proviso of this clause (f) shall not apply to Lock-Up Period unless required under Securities issued by the Exchange ActCompany pursuant to the BioRx Agreement. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that that, if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials material news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase purchase, or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned Underwriters. These restrictions in (ithis Section 5(l) through (iii) is shall not apply to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) grants of restricted shares, restricted stock units, share options or other equity grants in accordance with the terms of an incentive plan existing on the Closing Date and described in the General Disclosure Package and the Final Prospectus, (B) the issuance of Lock-Up Securities upon the exercise of an option or warrant or the conversion of a security granted under an incentive plan existing on the Closing Date and described in the General Disclosure Package and the Final Prospectus and the exercise of such grants thereof, (C) the filing of a registration statement on Form S-8 relating to the offering of Securities in accordance with the terms of an incentive plan existing on the Closing Date and described in the General Disclosure Package and the Final Prospectus and (D) the registration of Securities pursuant to the terms of an employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for granted prior to the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock initial public offering and existing on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActClosing Date. The initial Lock-Up Period will commence on the public offering date hereof set forth on the Final Prospectus (the “Public Offering Date”) and continue for 90 until and include the date 30 days after the date hereof or such earlier date that the Representative agrees to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up PeriodPublic Offering Date.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (other than the Offered Securities, securities to be exchanged by the Selling Stockholders therefor and the 2,500,000 units of Magnolia Oil & Gas Parent LLC expected to be purchased by the Company or its subsidiaries substantially concurrently with the closing of the offering of the Offered Securities (such units, the “Concurrent OpCo Units”)) (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned Representative, except through the filing of a supplement to the prospectus included in (i) through (iii) is to be settled by delivery the Registration Statement for the purpose of updating the identities of the Securities selling stockholders named therein and the quantities of shares held thereby (provided that such selling stockholders shall be subject to the lock-up restrictions described in Section 5(k) or such other securities, in cash or otherwiseSection 7(j) hereof), except (A) the issuance filing of a registration statement or an amendment thereto in connection with any registration rights in existence on the date hereof, issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, grants of employee stock options pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, issuances of Lock-Up Securities pursuant to the exercise of such options, issuances of lock-up securities as consideration for any acquisitions as to which definitive agreements have been entered into as of the date hereof, or other issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (Bx) no more than an aggregate of 10% of the performance number of shares of the Company’s capital stock outstanding as of the Closing Date are issued as consideration in connection with all such acquisitions and (y) prior to the issuance of such shares of the Company’s capital stock each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(j) for the remaining term of the Lock-Up Period. Notwithstanding anything to the contrary in this Section 5(j), the restrictions contained in this Section 5(j) shall not apply to (A) purchases by the Company of its obligations Securities or any securities convertible into or exchangeable or exercisable for any of its Securities on the open market, and (B) the establishment of a trading plan pursuant to Rule 10b5-1 under the registration rights agreements between Exchange Act for the Company and transfer of shares of the Selling Stockholder or Company’s capital stock, provided that (i) such plan does not provide for the certificate transfer of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in Common Stock during the General Disclosure Package, or Company Restricted Period and (Cii) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of extent a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required 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 Company Restricted Period. The initial Lock-Up Period will commence on the date hereof and continue for 90 30 days after the date hereof or such earlier date that the Representative agrees consents to in writing; provided, however, that if writing (1) during the last 17 days of the initial Lock-Up “Company Restricted Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period”).

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Class A Ordinary Shares or American Depositary Shares or any securities convertible into or exchangeable or exercisable for any of its Securities Class A Ordinary Shares or American Depositary Shares (“Lock-Up Securities”): (iA) offer, pledge, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (iiB) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iiiC) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (ivD) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (vE) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is Representatives. The aforementioned restrictions shall not apply to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) the issuance sale and transfer of Lock-Up the Offered Securities pursuant to the terms of an employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereofthis offering, (B) the performance by the Company issuance of its obligations under the registration rights agreements between the Company and the Selling Stockholder ordinary shares or the certificate grant of designations for options to purchase ordinary shares under the Company’s Class A Convertible Preferred Stock, each as disclosed in share incentive plans existing on the General Disclosure Packagedate hereof, or (C) the issuance by the Company of Lock-Up Securities in upon the exercise of an amount not to exceed in option or a warrant or the aggregate 15% conversion of the Company’s a security outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used forthe Representatives have been advised in writing or which is otherwise described in the Final Prospectus, any merger, acquisition or other business combination, subject to and (D) the recipients of such issuance being bound by the terms establishment of a similar locktrading plan pursuant to Rule 10b5-up agreement and no public disclosure being made in connection with 1 under the Exchange Act for the transfer of Lock-Up Securities of the Company, provided that (x) such issuance plan does not provide for the transfer of the any Lock-Up Securities during the Lock-Up Period unless required and (y) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of any Lock-Up Securities may be made under such plan during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For Other than the issuance and sale of the Offered Securities as contemplated by this Agreement, for the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representative, except (A) grants of employee stock options or restricted stock pursuant to the issuance terms of a plan in effect on the date hereof; (B) issuances of Lock-Up Securities pursuant to the terms exercise of an such options or the exercise of any other employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing options outstanding on the date hereof; (C) issuances of Securities pursuant to such planthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants, in each case on the date hereof as detailed in the General Disclosure Package; (D) the filing of any registration statement on Form S-8 in connection with an employees benefits plan in effect on the date hereof, hereof or on Form S-4 in connection with the issuances contemplated by provision (BE) of this subsection (k) subject to limits on the performance number of shares to be offered thereunder to the amount set forth in (E); and (E) issuances of Securities or securities convertible into or exercisable or exchangeable for Securities issued by the Company as consideration for or partial consideration for acquisitions of its obligations under businesses or assets or in connection with the registration rights agreements between the Company and the Selling Stockholder formation of joint ventures, strategic partnerships or the certificate of designations for the Company’s Class A Convertible Preferred Stockother collaborations, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed provided that such issuances are limited in the aggregate 15to an amount equal to 5% of the Company’s total shares of Common Stock outstanding common stock on immediately after the date hereof as consideration in, or in a capital raising transaction completion of the proceeds of which are used for, any merger, acquisition or other business combination, subject to the offering provided that recipients of such issuance being Securities agree to be bound by the terms of a similar the lock-up agreement and no public disclosure being made as set forth in connection with such issuance during the Lock-Up Period unless required under the Exchange ActSchedule D-1. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities shares of common stock or any securities convertible into or exchangeable or exercisable for any of its Securities shares of common stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities (except for registration statements on Form S-8 with respect to any and all securities to be issued pursuant to the Company’s 2014 Long-Term Incentive Plan and the Company’s 2018 Equity and Incentive Compensation Plan), or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except (A) the issuance issuances of Lock-Up Securities pursuant to the terms conversion or exchange of an employee benefit plan, qualified stock option plan convertible or other director exchangeable securities or employee compensation plan, the exercise of warrants or an agreement existing pursuant to such planoptions, in effect each case outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company hereof and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed described in the General Disclosure PackagePackage and the Final Prospectus. Further, the Company may issue securities or (C) the issuance of Lockother equity-Up Securities in an amount not based awards, pursuant to exceed any equity incentive plan, stock bonus or other stock plan or arrangement described in the aggregate 15% of General Disclosure Package and the Final Prospectus, including pursuant to the Company’s outstanding common stock on 2014 Long-Term Incentive Plan and the date hereof as consideration in, or in Company’s 2018 Equity and Incentive Compensation Plan; provided that the holders of any such securities deliver a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made substantially in connection with such issuance during the Lock-Up Period unless required under the Exchange Actform of Exhibit D hereto. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative) directly or indirectly, take (1) offer, pledge, sell, contract to sell, sell any of the following actions with respect option or contract to its purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, any Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (collectively, “Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, Lock-Up Securities), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii2) enter into any swap, hedge hedge, option, derivative or other arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other agreement that transfersderivative transaction or instrument, however described or defined) designed or intended to, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition or transfer of any economic consequences of ownership, in whole or in part, directly or indirectly, of any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take whether any such action, without the prior written consent of the Representative (whether any aforementioned transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesLock-Up Securities, in cash or otherwise, (3) exercise any right with respect to the registration of any Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted, any registration statement in connection therewith, under the Act, except pursuant to the Purchase Agreement, the Warrant Agreement, the Amended and Restated Registration Rights Agreement or the subscription agreements for the PIPE shares (each such term as defined in the Statutory Prospectus and the Final Prospectus), except or (4) publicly disclose the intention to do any of the foregoing; provided, however, that the foregoing restrictions shall not apply to (A) the issuance Offered Securities to be sold hereunder; (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants (including the exercise of warrants in connection with a redemption of such warrants by the Company) or options or the settlement of restricted stock units, in each case outstanding on the date hereof and described in the Registration Statement, the Statutory Prospectus and the Final Prospectus; (C) grants of employee stock options, stock awards, restricted stock, restricted stock units or other equity awards and the issuance of Lock-Up Securities (whether upon the exercise of stock options or otherwise) pursuant to the terms of an employee benefit plan, qualified stock option equity compensation plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, dividend reinvestment plan in effect on the date hereofhereof and described in the Registration Statement, the Statutory Prospectus and the Final Prospectus; (BD) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations entry into any agreement providing for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in connection with any joint venture, commercial or collaborative relationship or acquisition by the aggregate 15% Company or any of its subsidiaries of the Company’s securities, 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 the issuance of any Lock-Up Securities pursuant to any such agreement; (E) the filing of any registration statement on Form S-8 relating to Lock-Up Securities granted or to be granted pursuant to any assumed employee benefit plan contemplated by clause (D); and (F) the notification of redemption or the redemption by the Company of warrants outstanding common stock on the date hereof as consideration inand described in the Registration Statement, the Statutory Prospectus and the Final Prospectus in accordance with their terms, whether for delivery of shares of Lock-Up Securities or in a capital raising transaction cash; provided that, in the proceeds case of which are used forclauses (D) and (E), any merger, acquisition (x) the aggregate number of shares of Lock-Up Securities that the Company may sell or other business combination, subject issue or agree to sell or issue pursuant to such clauses (D) and (E) shall not exceed 5% of the total number of shares of Securities issued and outstanding as of the Closing Date immediately following the completion of the transactions contemplated by this Agreement to be completed as of that date and (y) all recipients of any such issuance being bound by the terms of Lock-Up Securities shall enter into a similar lock-up agreement and no public disclosure being made substantially in connection with such issuance during the form of Exhibit A covering the remainder of the Lock-Up Period unless required under the Exchange ActPeriod. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. (A) For the period specified below commencing on the date hereof and continuing for 30 days after the date hereof or such earlier date that the Representative consents to in writing (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to any class of its Securities common equity or any securities convertible into or exchangeable or exercisable for any class of its Securities common equity (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesRepresentative, except, in cash or otherwise)each case, except (A) the sale of the Shares, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities, or the exercise of warrants or options, or the vesting and settlement of the restricted stock units, in each case outstanding on the date hereof as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, (C) grants of employee stock options, restricted stock units or other equity-based compensation authorized for issuance as of the date hereof, in each case pursuant to the terms of a plan in effect on the date hereof and disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or the issuance of Lock-Up Securities pursuant to the terms exercise of an employee benefit plan, qualified such options or the vesting and settlement of such restricted stock option plan units or other director or employee equity-based compensation plan, or an agreement existing issued pursuant to such plan, this clause (C) and (D) the filing of a registration statement with the Commission on Form S-8 to register the offer and sale of securities to be issued pursuant to any equity compensation plan in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company applicable Closing Date and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the Registration Statement, the General Disclosure Package, or (C) Package and the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Act. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up PeriodFinal Prospectus.

Restriction on Sale of Securities by Company. For Other than the issuance and sale of the Offered Securities as contemplated by this Agreement, for the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery each of the Securities or such other securities, in cash or otherwise)Representatives, except (A) grants of employee stock options or restricted stock pursuant to the issuance terms of a plan in effect on the date hereof; (B) issuances of Lock-Up Securities pursuant to the terms exercise of an such options or the exercise of any other employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing options outstanding on the date hereof; (C) issuances of Securities pursuant to such planthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants, in each case on the date hereof as detailed in the General Disclosure Package; (D) the filing of any registration statement on Form S-8 in connection with an employees benefits plan in effect on the date hereof, hereof or on Form S-4 in connection with the issuances contemplated by provision (BE) of this subsection (k) subject to limits on the performance number of shares to be offered thereunder to the amount set forth in (E); and (E) issuances of Securities or securities convertible into or exercisable or exchangeable for Securities issued by the Company as consideration for or partial consideration for acquisitions of its obligations under businesses or assets or in connection with the registration rights agreements between the Company and the Selling Stockholder formation of joint ventures, strategic partnerships or the certificate of designations for the Company’s Class A Convertible Preferred Stockother collaborations, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed provided that such issuances are limited in the aggregate 15to an amount equal to 5% of the Company’s total shares of Common Stock outstanding common stock on immediately after the date hereof as consideration in, or in a capital raising transaction completion of the proceeds of which are used for, any merger, acquisition or other business combination, subject to the offering provided that recipients of such issuance being Securities agree to be bound by the terms of a similar the lock-up agreement and no public disclosure being made as set forth in connection with such issuance during the Lock-Up Period unless required under the Exchange ActSchedule D-1. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless each of the Representative Representatives waives, in writing, such extension. The Company will provide each of the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below commencing on, and continuing for 90 days after, the date hereof or until such earlier date that the Underwriter consents to in writing (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Shares or any securities convertible into or exchangeable or exercisable for any of its Securities Shares (including the Exchangeable Notes) (collectively, “Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities other than a Form S-8 with respect to securities described in clauses (A) and (B) below, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Underwriter, except for (A) the issuance of Lock-Up Securities pursuant to the terms exercise of an employee benefit plan, qualified any stock option plan options or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect vesting of restricted stock units outstanding on the date hereof, (B) the performance by issuance of any stock option or other equity security to any employee, director or officer under any employee benefit plan existing on the date hereof and as described in the Company of its obligations under the registration rights agreements between General Disclosure Package and the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, Final Prospectus or (C) the issuance of Lock-Up Securities in an amount not to exceed connection with the Company’s or any of its subsidiaries’ acquisition of, or merger or consolidation with, any other corporation or business entity; provided that in the aggregate 15case of clause (C), that such issuance shall not be greater than 10% of the Company’s Shares outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to such issuance and the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under Securities agree to be bound by a lockup letter in the Exchange Act. The initial Lock-Up Period will commence on form executed by directors, officers and the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Selling Stockholder pursuant to in writing; provided, however, that if (1Section 9(n) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Periodhereof.

Restriction on Sale of Securities by Company. For Other than the issuance and sale of the Offered Securities as contemplated by this Agreement, for the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representative, except (A) grants of employee stock options or restricted stock pursuant to the issuance terms of a plan in effect on the date hereof; (B) issuances of Lock-Up Securities pursuant to the terms exercise of an such options or the exercise of any other employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing options outstanding on the date hereof; (C) issuances of Securities pursuant to such planthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants, in each case on the date hereof as detailed in the General Disclosure Package; (D) the filing of any registration statement on Form S-8 in connection with an employees benefits plan in effect on the date hereof, hereof or on Form S-4 in connection with the issuances contemplated by provision (BE) of this subsection (k) subject to limits on the performance number of shares to be offered thereunder to the amount set forth in (E); and (E) issuances of Securities or securities convertible into or exercisable or exchangeable for Securities issued by the Company as consideration for or partial consideration for acquisitions of its obligations under businesses or assets or in connection with the registration rights agreements between the Company and the Selling Stockholder formation of joint ventures, strategic partnerships or the certificate of designations for the Company’s Class A Convertible Preferred Stockother collaborations, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed provided that such issuances are limited in the aggregate 15to an amount equal to 5% of the Company’s total shares of Common Stock outstanding common stock on immediately after the date hereof as consideration in, or in a capital raising transaction completion of the proceeds of which are used for, any merger, acquisition or other business combination, subject to the offering provided that recipients of such issuance being Securities agree to be bound by the terms of a similar the lock-up agreement and no public disclosure being made as set forth in connection with such issuance during the Lock-Up Period unless required under the Exchange ActSchedule D-1. The initial Lock-Up Period will commence on the date hereof and continue for 90 75 days after the date hereof or such earlier date that the Representative agrees consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in Representatives, except for (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) the issuance issuances of Lock-Up Securities pursuant to the terms conversion or exchange of an employee benefit plan, qualified stock option plan convertible or other director exchangeable securities or employee compensation plan, the exercise of warrants or an agreement existing pursuant to such planoptions, in effect each case outstanding on the date hereof, hereof and (Bii) the performance grant by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder stock options, stock appreciation rights, restricted stock, restricted stock units or the certificate of designations for other stock-based awards pursuant to the Company’s Class A Convertible Preferred Stock, each 2009 Equity Incentive Plan as disclosed described in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActFinal Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For Other than the issuance and sale of the Offered Securities as contemplated by this Agreement, for the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Underwriter, except (A) grants of employee stock options or restricted stock pursuant to the issuance terms of a plan in effect on the date hereof; (B) issuances of Lock-Up Securities pursuant to the terms exercise of an such options or the exercise of any other employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing options outstanding on the date hereof; (C) issuances of Securities pursuant to such planthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants, in each case on the date hereof as detailed in the General Disclosure Package; (D) the filing of any registration statement on Form S-8 in connection with an employees benefits plan in effect on the date hereof, hereof or on Form S-4 in connection with the issuances contemplated by provision (BE) of this subsection (k) subject to limits on the performance number of shares to be offered thereunder to the amount set forth in (E); and (E) issuances of Securities or securities convertible into or exercisable or exchangeable for Securities issued by the Company as consideration for or partial consideration for acquisitions of its obligations under businesses or assets or in connection with the registration rights agreements between the Company and the Selling Stockholder formation of joint ventures, strategic partnerships or the certificate of designations for the Company’s Class A Convertible Preferred Stockother collaborations, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed provided that such issuances are limited in the aggregate 15to an amount equal to 5% of the Company’s total shares of Common Stock outstanding common stock on immediately after the date hereof as consideration in, or in a capital raising transaction completion of the proceeds of which are used for, any merger, acquisition or other business combination, subject to the offering provided that recipients of such issuance being Securities agree to be bound by the terms of a similar the lock-up agreement and no public disclosure being made as set forth in connection with such issuance during the Lock-Up Period unless required under the Exchange Act. Schedule E. The initial Lock-Up Period will commence on the date hereof and continue for 90 75 days after the date hereof or such earlier date that the Representative agrees Underwriter consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Ordinary Shares, Preferred Shares (as defined below), ADSs or any securities convertible into or exchangeable or exercisable for any of its Securities Ordinary Shares, Preferred Shares or ADSs (collectively, the “Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge pledge, 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, of the Lock-Up Securities, (ii) offerenter into a transaction which would have the same effect, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, (iviii) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in the Lock-Up Securities within the meaning of Section 16 of the Exchange Act or Act, (viv) file with the Commission a registration statement under the Act relating to the Lock-Up Securities, Securities or (v) publicly disclose the intention to take any such actionaction described above, without without, in each case, the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery Representatives, except issuances of the Lock-Up Securities pursuant to the conversion or such other securitiesexchange of convertible or exchangeable securities or the exercise of warrants or options, in cash or otherwise)each case outstanding on the date hereof, except (A) grants of employee stock options pursuant to the issuance terms of a plan in effect on the date hereof, issuances of Lock-Up Securities pursuant to the terms exercise of an employee benefit plan, qualified stock option plan such options or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance issuances of Lock-Up Securities in an amount not pursuant to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Actdividend reinvestment plan. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided. “Preferred Shares” means series B convertible preferred shares, howeverpar value US$0.01 per share and series C convertible preferred shares, that if (1) during the last 17 days of the initial Lock-Up Periodpar value US$0.01 per share, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on Company; provided that the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice not create or issue any new class of Preferred Shares or any announcement described in clause (2) of the preceding sentence that gives rise to an extension of securities convertible into or exchangeable or exercisable for any Preferred Shares during the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act Act, (v) permit a net exercise or “cashless” exercise of any options issued pursuant to a plan; or (vvi) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities (except for a registration statement on Form S-8 to register shares issuable upon exercise of options granted pursuant to the terms of a plan in effect on the date hereof, or publicly disclose it being understood that the intention Company shall be limited to take filing only one Form S-8 during the Lock-Up Period and any Securities registered pursuant to such action, Form S-8 shall remain subject to the lock-up agreements previously executed and delivered pursuant to this agreement pursuant to the terms therein) without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesRepresentative, except, in cash or otherwise)each case, except (A) the Securities to be sold hereunder; (B) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof and disclosed in the General Disclosure Package and the Final Prospectus, and authorized for issuance as of the date hereof; (C) issuances of Lock-Up Securities pursuant to the terms exercise of an such options or the exercise of any other employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect options outstanding on the date hereof, hereof provided such exercises are not on a “net exercise” on “cashless” basis as described in clause (Bv) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or above; (CD) the issuance of Lock-Up Securities in an amount not connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, property or other assets of another person or entity or pursuant to exceed any employee benefit plan assumed by the Company in connection with any such acquisition; or (E) the issuance of Lock-Up Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (D) and (E), (i) the aggregate 15number of shares issued in such acquisitions and transactions does not exceed 5% of the Company’s Securities outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds immediately following consummation of which are used for, this offering and (ii) any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by shares execute and deliver to the terms of Representative a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActAgreement (as defined below). The initial Lock-Up Period will commence on the date hereof and continue for 90 30 days after the date hereof or such earlier date that the Representative agrees consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below commencing on, and continuing for 90 days after, the date hereof or until such earlier date that the Representatives consent to in writing (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities other than a Form S-8 with respect to securities described in clauses (A) and (B) below, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except for (A) the issuance of Lock-Up Securities pursuant to the terms exercise of an employee benefit plan, qualified any stock option plan options or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect vesting of restricted stock units outstanding on the date hereof, (B) the performance by issuance of any stock option or other equity security to any employee, director or officer under any employee benefit plan existing on the Company of its obligations under the registration rights agreements between the Company date hereof and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed described in the General Disclosure Package, Package and the Prospectus or (C) the issuance of Lock-Up Securities in an amount not to exceed connection with the Company’s or any of its subsidiaries’ acquisition of, or merger or consolidation with, any other corporation or business entity; provided that in the aggregate 15case of clause (C), that such issuance shall not be greater than 10% of the Company’s Securities outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to such issuance and the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under Securities agree to be bound by a lockup letter in the Exchange Act. The initial Lock-Up Period will commence on form executed by directors, officers and the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Selling Stockholder pursuant to in writing; provided, however, that if (1Section 7(i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Periodhereof.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities shares of common stock or any securities convertible into or exchangeable or exercisable for any of its Securities shares of common stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities (except for registration statements on Form S-8 with respect to any and all securities to be issued pursuant to the Company’s 2014 Long-Term Incentive Plan and the Company’s 2018 Equity and Incentive Compensation Plan), or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except (A) the issuance issuances of Lock-Up Securities pursuant to the terms conversion or exchange of an employee benefit plan, qualified stock option plan convertible or other director exchangeable securities or employee compensation plan, the exercise of warrants or an agreement existing pursuant to such planoptions, in effect each case outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company hereof and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed described in the General Disclosure PackagePackage and the Final Prospectus. Further, the Company may issue securities or (C) the issuance of Lockother equity-Up Securities in an amount not based awards, pursuant to exceed any equity incentive plan, stock bonus or other stock plan or arrangement described in the aggregate 15% of General Disclosure Package and the Final Prospectus, including pursuant to the Company’s outstanding common stock on 2014 Long-Term Incentive Plan and the date hereof as consideration in, or in Company’s 2018 Equity and Incentive Compensation Plan; provided that the holders of any such securities deliver a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made substantially in connection with such issuance during the Lock-Up Period unless required under the Exchange Actform of Exhibit C hereto. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, sell any option or contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesXxxxxxx Lynch, in cash or otherwise)Pierce, Xxxxxx & Xxxxx Incorporated except (Aa) the issuance issuances of Lock-Up Securities pursuant to the terms conversion or exchange of an employee benefit plan, qualified stock option plan convertible or other director exchangeable securities or employee compensation plan, the exercise of warrants or an agreement existing pursuant to such planoptions, in effect each case outstanding on the date hereof, (Bb) grants of employee stock options pursuant to the performance by terms of a plan in effect on the Company of its obligations under the registration rights agreements between the Company date hereof and the Selling Stockholder that is disclosed or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed described in the General Disclosure Package, Package or (Cc) the issuance issuances of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject pursuant to the recipients exercise of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Actoptions. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated consents to in writing; provided. For the avoidance of doubt, however, that if this subsection (1j) during the last 17 days shall not prohibit any repurchase of the initial Lock-Up Period, Securities by the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then under its repurchase program as in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning effect on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Periodhereof.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative) directly or indirectly, take (1) offer, pledge, sell, contract to sell, sell any of the following actions with respect option or contract to its purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, any Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (collectively, “Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, Lock-Up Securities), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii2) enter into any swap, hedge hedge, option, derivative or other arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other agreement that transfersderivative transaction or instrument, however described or defined) designed or intended to, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition or transfer of any economic consequences of ownership, in whole or in part, directly or indirectly, of any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take whether any such action, without the prior written consent of the Representative (whether any aforementioned transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesLock-Up Securities, in cash or otherwise, (3) exercise any right with respect to the registration of any Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted, any registration statement in connection therewith, under the Act, except pursuant to the Purchase Agreement, the Warrant Agreement, the Amended and Restated Registration Rights Agreement or the subscription agreements for the PIPE shares (each such term as defined in the Statutory Prospectus and the Final Prospectus), except or (4) publicly disclose the intention to do any of the foregoing; provided, however, that the foregoing restrictions shall not apply to (A) the issuance Offered Securities to be sold hereunder; (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants (including the exercise of warrants in connection with a redemption of such warrants by the Company) or options or the settlement of restricted stock units, in each case outstanding on the date hereof and described in the Registration Statement, the Statutory Prospectus and the Final Prospectus; (C) grants of employee stock options, stock awards, restricted stock, restricted stock units or other equity awards and the issuance of Lock-Up Securities (whether upon the exercise of stock options or otherwise) pursuant to the terms of an employee benefit plan, qualified stock option equity compensation plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, dividend reinvestment plan in effect on the date hereofhereof and described in the Registration Statement, the Statutory Prospectus and the Final Prospectus; (BD) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations entry into any agreement providing for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in connection with any joint venture, commercial or collaborative relationship or acquisition by the aggregate 15% Company or any of its subsidiaries of the Company’s securities, 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 the issuance of any Lock-Up Securities pursuant to any such agreement; (E) the filing of any registration statement on Form S-8 relating to Lock-Up Securities granted or to be granted pursuant to any assumed employee benefit plan contemplated by clause (D); and (F) the notification of redemption or the redemption by the Company of warrants outstanding common stock on the date hereof as consideration inand described in the Registration Statement, the Statutory Prospectus and the Final Prospectus in accordance with their terms, whether for delivery of shares of Lock-Up Securities or in a capital raising transaction cash; provided that, in the proceeds case of which are used forclauses (D) and (E), any merger, acquisition (x) the aggregate number of shares of Lock-Up Securities that the Company may sell or other business combination, subject issue or agree to sell or issue pursuant to such clauses (D) and (E) shall not exceed 10% of the total number of shares of Securities issued and outstanding as of the Closing Date immediately following the completion of the transactions contemplated by this Agreement to be completed as of that date and (y) all recipients of any such issuance being bound by the terms of Lock-Up Securities shall enter into a similar lock-up agreement and no public disclosure being made substantially in connection with such issuance during the form of Exhibit A covering the remainder of the Lock-Up Period unless required under the Exchange ActPeriod. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For During a period of 30 days from the period specified below date of the Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the Xxxxxxx Xxxxx and Xxxxx Fargo (i) directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, pledge, sell, issue, contract to sell, pledge sell any option or otherwise dispose ofcontract to purchase, directly purchase any option or indirectly, Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing (iiiexcept for a registration statement on Form S-8 relating to the Company’s equity incentive plan) or (ii) enter into any swap, hedge swap or any other agreement or any transaction that transfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of Lock-Up Securitiesthe Common Stock, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take whether any such action, without the prior written consent of the Representative (whether any swap or transaction mentioned described in clause (i) through or (iiiii) above is to be settled by delivery of the Securities Common Stock or such other securities, in cash or otherwise), except . The foregoing sentence shall not apply to (A) the issuance any shares of Lock-Up Securities Common Stock issued or options to purchase Common Stock granted pursuant to the terms of an employee benefit planXxxxxx Pacific Properties, qualified stock option plan Inc. and Xxxxxx Pacific Properties, L.P. 2010 Incentive Award Plan or other director or employee compensation planthe Xxxxxx Pacific Properties, or an agreement existing pursuant to such plan, in effect on the date hereofInc. Director Stock Plan, (B) the performance by the Company any shares of its obligations under the registration rights agreements between the Company and the Selling Stockholder Common Stock issued pursuant to any non-employee director stock plan or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed dividend reinvestment plan referred to in the General Disclosure PackageProspectus, or (C) shares of Common Stock, in the issuance of Lock-Up Securities in an amount aggregate not to exceed in the aggregate 1510% of the Company’s outstanding common stock on the date hereof as consideration innumber of shares of Common Stock outstanding, issued in connection with other acquisitions of real property or in a capital raising transaction the proceeds of which are used forreal property companies; provided however, any merger, acquisition or other business combination, subject to that the recipients of such issuance being bound by the terms shares of a similar lock-up agreement and no public disclosure being made Common Stock issued in connection with such issuance an acquisition shall be required to agree in writing not to sell, offer, dispose of or otherwise transfer any such shares during the remainder of the Lock-Up Period unless required under without the Exchange Actprior written consent of Xxxxxxx Xxxxx and Xxxxx Fargo (which consent may be withheld at the sole discretion of Xxxxxxx Xxxxx and Xxxxx Fargo), or (D) shares of Common Stock transferred in accordance with Article VI of the Company’s charter. The initial Lock-Up Period will commence on Notwithstanding the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees to in writing; providedforegoing, however, that if (1) during the last 17 days of the initial Lock-Up Period, Period the Company releases issues an earnings results release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the initial Lock-Up Period, then the restrictions imposed in each case the Lock-Up Period will be extended this subsection (i) shall continue to apply until the expiration of the 18-day period beginning on the date of release issuance of the earnings results release or the occurrence of the materials material news or material event, event as applicable, unless the Representative waivesXxxxxxx Xxxxx and Xxxxx Fargo waive, in writing, such extension. The Company ; provided, however, that no such extension will provide apply if (a) Xxxxxxx Xxxxx and Xxxxx Fargo determine, in their sole discretion, that each of the Representative with notice of any announcement described Underwriters meets the requirements set forth in clause paragraph (2a)(1)(iii) of Rule 139 promulgated under the preceding sentence that gives rise 1933 Act (“Rule 139”), and (b) within three business days prior to an extension the 15th calendar day prior to the expiration date of the Lock-Up Period, the Company delivers a certificate, signed by the Chief Executive Officer or Chief Financial Officer of the Company, certifying on behalf of the Company that (i) the shares of Common Stock are “actively traded securities” (as defined in Regulation M), and (ii) the Company meets the requirements set forth in paragraph (a)(1) of Rule 139.

Restriction on Sale of Securities by Company. For Other than the issuance and sale of the Offered Securities as contemplated by this Agreement, for the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Underwriter, except (A) grants of employee stock options or restricted stock pursuant to the issuance terms of a plan in effect on the date hereof; (B) issuances of Lock-Up Securities pursuant to the terms exercise of an such options or the exercise of any other employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing options outstanding on the date hereof; (C) issuances of Securities pursuant to such planthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants, in each case on the date hereof as detailed in the General Disclosure Package; (D) the filing of any registration statement on Form S-8 in connection with an employees benefits plan in effect on the date hereof, hereof or on Form S-4 in connection with the issuances contemplated by provision (BE) of this subsection (k) subject to limits on the performance number of shares to be offered thereunder to the amount set forth in (E); and (E) issuances of Securities or securities convertible into or exercisable or exchangeable for Securities issued by the Company as consideration for or partial consideration for acquisitions of its obligations under businesses or assets or in connection with the registration rights agreements between the Company and the Selling Stockholder formation of joint ventures, strategic partnerships or the certificate of designations for the Company’s Class A Convertible Preferred Stockother collaborations, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed provided that such issuances are limited in the aggregate 15to an amount equal to 5% of the Company’s total shares of Common Stock outstanding common stock on immediately after the date hereof as consideration in, or in a capital raising transaction completion of the proceeds of which are used for, any merger, acquisition or other business combination, subject to the offering provided that recipients of such issuance being Securities agree to be bound by the terms of a similar the lock-up agreement and no public disclosure being made as set forth in connection with such issuance during the Lock-Up Period unless required under the Exchange ActSchedule E-1. The initial Lock-Up Period will commence on the date hereof and continue for 90 75 days after the date hereof or such earlier date that the Representative agrees Underwriter consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (iA) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (iiB) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iiiC) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (ivD) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (vE) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without without, in each case, the prior written consent of Credit Suisse, except (x) issuances by the Representative (whether Company of Securities in connection with the acquisition of another entity or the acquisition of the assets or properties of any transaction mentioned such other entity and the related entry into an acquisition agreement with respect to such acquisition, so long as each of the recipients of such Securities agrees in (i) through (iii) is writing prior to the consummation of any such transaction, pursuant to an instrument in form and substance reasonably satisfactory to the Underwriter, to be settled bound by delivery the provisions of this paragraph for the remainder of the Lock-Up Period as if such recipients were the Company, and the public announcements and related filings of registration statements with respect to any such issuances; provided that the Securities to which the exception in this clause (x) may be applied shall not exceed in the aggregate 15% of the Securities or such other securitiesoutstanding on September 30, 2010 and (y) grants of employee equity-based awards pursuant to the terms of a plan in cash or otherwise)effect on the date hereof, except (A) the issuance issuances of Lock-Up Securities pursuant to the terms exercise of an such equity-based awards or the exercise of any other employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect equity-based awards outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company hereof and the Selling Stockholder filing of a registration statement on Form S-8 relating to such grants of equity-based awards or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance such issuances of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActSecurities. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees to which Credit Suisse consents in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials material news or material event, as applicable, unless the Representative Credit Suisse waives, in writing, such extension. The Company will provide the Representative Credit Suisse with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesRepresentatives, except, in cash or otherwise)each case, except (A) the Securities to be sold hereunder; (B) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof and disclosed in the General Disclosure Package and the Final Prospectus, and authorized for issuance as of the date hereof; (C) issuances of Lock-Up Securities pursuant to the terms exercise of an such options or the exercise of any other employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect options outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company hereof and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed described in the General Disclosure Package, Package and the Final Prospectus; or (CD) the issuance of Lock-Up Securities in an amount connection with the acquisition by the Company or any of its subsidiaries of the securities, 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; provided, however, that in the case of clause (D) such Lock-Up Securities shall not to exceed in the aggregate 15% exceed five percent (5%) of the Company’s outstanding common shares of capital stock on a fully-diluted basis as of the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Acthereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension, provided further, however, that such extension shall not apply only to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4) or has otherwise provided interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an emerging growth company (as defined in the Jumpstart our Business Startups Act of 2012) prior to or after the expiration of the Lock-Up Period or has indicated that FINRA will not enforce such prohibition. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge pledge, make any short sale or otherwise transfer or dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Xxxxxxx Sachs, Jefferies, SVB Leerink and Barclays; except the Representative Company may (whether any transaction mentioned in (ia) through (iii) is to be settled by delivery grant employee stock options, restricted shares of the Securities common stock or such other securities, in cash or otherwise), except (A) the issuance of Lock-Up Securities equity grants pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (Bb) issue Lock-Up Securities pursuant to the performance by exercise of such options or equity grants, (c) issue Lock-Up Securities upon the Company exercise of its obligations under any other employee stock options outstanding on the date hereof, (d) sell Lock-Up Securities pursuant to this Agreement, (e) file a registration rights agreements between statement on Form S-8 relating to the Company and the Selling Stockholder or the certificate of designations for Lock-Up Securities granted pursuant to the Company’s Class A Convertible Preferred Stock, each equity incentive plans existing as of the First Closing Date and disclosed in the General Disclosure PackagePackage and the Final Prospectus, and (f) issue Lock-Up Securities or any securities convertible into, or (C) the issuance of exercisable, or exchangeable for, Lock-Up Securities in an amount not to exceed connection with any acquisition or strategic investment (including any joint venture, strategic alliance or partnership); provided, that in the aggregate 15case of clause (f) such issuances, sales or deliveries shall not be greater than 5% of the Company’s total outstanding shares of common stock on of the date hereof as consideration inCompany immediately following the completion of this offering of Offered Securities and, or in a capital raising transaction the proceeds cases of which are used forclauses (b) and (f), any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under Securities agree to be bound by a lockup letter in the Exchange Actform executed by directors, officers and shareholders pursuant to Section 7(h) hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or such earlier date that the Representative agrees Xxxxxxx Sachs, Jefferies, SVB Leerink and Barclays consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except the Company may (Aa) the issuance grant employee stock options, restricted shares of Lock-Up Securities common stock or other equity grants pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (Bb) issue Lock-Up Securities pursuant to the performance by exercise of such options or equity grants, (c) issue Lock-Up Securities upon the Company exercise of its obligations under any other employee stock options outstanding on the date hereof, (d) sell Lock-Up Securities pursuant to this Agreement, (e) file a registration rights agreements between statement on Form S-8 relating to the Company and the Selling Stockholder or the certificate of designations for Lock-Up Securities granted pursuant to the Company’s Class A Convertible Preferred Stock, each equity incentive plans existing as of the First Closing Date and disclosed in the General Disclosure PackagePackage and the Final Prospectus, and (f) issue Lock-Up Securities or any securities convertible into, or (C) the issuance of exercisable, or exchangeable for, Lock-Up Securities in an amount not to exceed connection with any acquisition or strategic investment (including any joint venture, strategic alliance or partnership); provided that in the aggregate 15case of clause (f) such issuances, sales or deliveries shall not be greater than 5% of the Company’s total outstanding shares of common stock on of the date hereof as consideration inCompany immediately following the completion of this offering of Offered Securities and, or in a capital raising transaction the proceeds cases of which are used forclauses (b) and (f), any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under Securities agree to be bound by a lockup letter in the Exchange Actform executed by directors, officers and shareholders pursuant to Section 7(h) hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “"Lock-Up Period”"), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“"Lock-Up Securities”"): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities other than a Form S-8 with respect to securities described in clause (B) below, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except for (A) the issuance of Lock-Up Securities pursuant to the terms exercise of an employee benefit plan, qualified any stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect options outstanding on the date hereof, (B) the performance by issuance of any stock option or other equity security to any employee, director or officer under any employee benefit plan existing on the Company of its obligations under the registration rights agreements between the Company date hereof and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed described in the General Disclosure Package, Package and the Prospectus or (C) the issuance of Lock-Up Securities in an amount not to exceed connection with the Company's or any of its subsidiaries' acquisition of, or merger or consolidation with, any other corporation or business entity; provided that in the aggregate 15case of clause (C), that such issuance shall not be greater than 10% of the Company’s Securities outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to such issuance and the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under Securities agree to be bound by a lockup letter in the Exchange Actform executed by directors, officers and the Selling Stockholder pursuant to Section 7(i) hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. (i) For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (iA) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (iiB) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iiiC) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (ivD) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (vE) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities (other than registration statements on Form S-8 relating to Lock-Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except (Aw) the issuance pursuant to this Agreement, (x) issuances of Lock-Up Securities pursuant to the terms conversion or exchange of an employee benefit plan, qualified stock option plan convertible or other director exchangeable securities or employee compensation plan, the exercise of warrants or an agreement existing pursuant to such planoptions, in effect each case outstanding on the date hereof, (By) grants of employee stock options or other securities pursuant to the performance by terms of a plan in effect on the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder date hereof or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed described in the General Disclosure Package, Package or (C) the issuance Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise or vesting of such options or other securities, and (z) issuances of Lock-Up Securities or securities exercisable for, convertible into or exchangeable for Lock-Up Securities in an amount not to exceed connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that, in the aggregate 15case of clause (z), that such issuances shall not be greater than 10% of the Company’s total outstanding common stock on shares of the date hereof as consideration in, or in a capital raising transaction Company immediately following the proceeds of which are used for, any merger, acquisition or other business combination, subject to initial closing hereunder and the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under Securities agree to be bound by a lockup letter substantially in the Exchange Actform executed by directors, officers and shareholders pursuant to Section 9(i) hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “"Lock-Up Period”"), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“"Lock-Up Securities”"): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities (except for a registration statement on Form S-8 to register shares issuable upon exercise of options granted pursuant to the terms of a plan in effect on the date hereof provided such plan is described in the Statutory Prospectus in effect on the date hereof), or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (Ax) the issuance issuances of Lock-Up Securities pursuant to the terms conversion or exchange of an employee benefit plan, qualified stock option plan convertible or other director exchangeable securities or employee compensation plan, the exercise of warrants or an agreement existing pursuant to such planoptions, in effect each case outstanding on the date hereof, (By) grants of employee stock options pursuant to the performance by terms of a plan in effect on the Company date hereof or issuances of its obligations under Lock-Up Securities pursuant to the registration rights agreements between the Company exercise of such options, and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (Cz) the issuance issuances of Lock-Up Securities in an connection with the bona fide acquisition of one or more entities or all or substantially all of the assets of one or more entities provided that the amount of such issuances under (z) shall not to exceed in the aggregate 15% five percent (5.0%) of the Company’s sum of (i) the outstanding common stock Securities at the Effective Time and (ii) the Firm Securities issued by the Company on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActFirst Closing Date. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative Representatives, except the Company may (whether any transaction mentioned a) effect the transactions contemplated pursuant to this Agreement, (b) grant stock options, restricted shares of common stock or other equity grants to employees or eligible consultants, in (i) through (iii) is each case pursuant to be settled by delivery the terms of the Securities or such other securitiesCompany’s equity incentive plans in effect as of the date hereof and disclosed in the General Disclosure Package, in cash or otherwise), except (Ac) the issuance of issue Lock-Up Securities pursuant to the terms exercise of an employee benefit plan, qualified stock option plan options or other director or employee compensation planequity grants, or an agreement existing pursuant to such planthe conversion of other convertible securities, in effect outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company hereof and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed described in the General Disclosure Package, (d) file one or more registration statements on Form S-8, and (Ce) the issuance of issue Lock-Up Securities or any securities convertible into, or exercisable, or exchangeable for, Lock-Up Securities in an amount not to exceed connection with any acquisition or strategic investment (including any joint venture, strategic alliance or partnership); provided, that in the aggregate 15case of clause (e) such issuances, sales or deliveries shall not be greater than 5% of the Company’s total outstanding shares of common stock on of the date hereof as consideration inCompany immediately following the completion of this offering of Offered Securities and, or in a capital raising transaction the proceeds cases of which are used forclauses (c) and (e), any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under Securities agree to be bound by a lockup letter in the Exchange Actform executed by the officers of the Company pursuant to Section 7(h) hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representative, except (AI) pursuant to this Agreement, (II) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and disclosed in the General Disclosure Package and Prospectus, (III) grants of stock options or other equity awards to officers, directors, employees or consultants in each case pursuant to the terms of a plan in effect on the date hereof as disclosed in the General Disclosure Package and the Final Prospectus, and the issuance of Lock-Up Securities pursuant to the terms of an employee benefit plan, qualified any such stock option plan or other director or employee compensation plan, or an agreement existing pursuant equity award to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed persons subject to a lockup letter substantially in the General Disclosure Packageform attached hereto as Exhibit A, or (CIV) the issuance issuances of Lock-Up Securities in an amount connection with mergers, acquisitions, joint ventures or other strategic transactions, provided that (x) such issuances do not to exceed in the aggregate 1510% of the Company’s total outstanding common stock on shares of Securities immediately following the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to initial closing hereunder and (y) the recipients of such issuance being bound by the terms of a Securities agree to restrictions on disposition thereof substantially similar lock-up agreement and no public disclosure being made to those contained in connection with such issuance during the Lock-Up Period unless required under the Exchange ActAgreements. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or until such earlier date that the Representative agrees consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, ; (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, ; (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, ; (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesUnderwriter, in cash or otherwise), each case except (A) grants of stock options, stock appreciation rights, restricted stock, restricted stock units or other stock-based awards pursuant to the issuance Company’s 2010 Stock Incentive Plan, (B) issuances of Lock-Up Securities pursuant to the terms exercise, conversion or vesting of an employee benefit planstock options, qualified stock option plan appreciation rights, restricted stock, restricted stock units, deferred stock units or other director stock-based awards or (C) the exercise of any other employee compensation plan, or an agreement existing pursuant to such plan, in effect stock options outstanding on the date hereof, in the case of each of clauses (A), (B) and (C), to the performance by extent that such plans, options or other equity awards are described in the Company of its obligations under the registration rights agreements between the Company Prospectus and the Selling Stockholder or the certificate Time of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActSale Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 60 days after the date hereof or such earlier date that the Representative agrees Underwriter consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials material news or material event, as applicable; provided, unless further, however, that such extension shall not apply if (x)(i) if the Representative safe harbor provided by Rule 139 under the Act is available in the manner contemplated by Rule 2711(f)(4) of FINRA, and (ii) within the three (3) business days preceding the 15-calendar-day period before the last day of the initial Lock-Up Period, the Company delivers (in accordance with the notice provisions set forth herein) to the Underwriter a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, that the Company’s shares of common stock are “actively traded securities” within the meaning of Rule 2711(f)(4) of FINRA and that such safe harbor is available, or (y) the Underwriter waives, in writing, such extension. The Company will provide the Representative Underwriter with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities ADSs, Ordinary Shares or any securities convertible into or exchangeable or exercisable for any of its Securities ADSs or Ordinary Shares (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except (A1) the issuance issuances of Lock-Up Securities pursuant to the conversion of preferred shares or the exercise of warrants or options, in each case outstanding on the date hereof and fully vested at the time of exercise, (2) grants of employee stock options pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients provided that none of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance options or any portion thereof may become vested at any time during the Lock-Up Period unless required Period, (3) issuance and sale of Ordinary Shares by the Company to Qihoo 360 and Cheetah Technology in the Private Placement, and (4) issuances of Ordinary Shares as consideration for strategic investments in, or acquisitions of, other businesses by the Company provided that (i) such Ordinary Shares to be issued shall not, in the aggregate, exceed 5% of the sum of the total issued and outstanding share capital of the Company as of the date hereof, the Ordinary Shares to be issued and sold in the Private Placement and any Offered Securities issued and sold by the Company hereunder, (ii) other than in connection with transactions under (4) above, no filing by any party under the Exchange Act, or other public announcement shall be required or shall be made voluntarily in connection with such issuances, and (iii) each of the recipients of such Ordinary Shares to be issued shall execute and deliver to the Representatives a lock-up letter in substantially the same form as the lock-up letters delivered pursuant to Section 7(m) hereof. The Company will not facilitate any shareholder’s conversion of Ordinary Shares to ADSs during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is Representatives. The foregoing restrictions will not apply to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) the issuance issuances of Lock-Up Securities pursuant to the terms conversion or exchange of an employee benefit plan, qualified stock option plan convertible or other director exchangeable securities or employee compensation plan, the exercise of warrants or an agreement existing pursuant to such planoptions, in effect each case outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each hereof in accordance with their terms as disclosed described in the General Disclosure Package, Package and Final Prospectus or (CB) grants of stock options or other Lock-Up Securities in the issuance ordinary course pursuant to the terms of a plan described in the General Disclosure Package and the Final Prospectus, and issuances of Lock-Up Securities in an amount not pursuant to exceed in the aggregate 15% exercise of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition such options or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under Securities or the Exchange Actfiling of a registration statement on Form S-8 relating to the securities issuable upon the exercise of such options or other Lock-Up Securities. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the initial Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waiveswaive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities ADSs, Ordinary Shares or any securities convertible into or exchangeable or exercisable for any of its Securities ADSs or Ordinary Shares (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except (A) the issuance issuances of Lock-Up Securities pursuant to the terms conversion or exchange of an employee benefit plan, qualified stock option plan convertible or other director exchangeable securities or employee compensation plan, the exercise of warrants or an agreement existing pursuant to such planoptions, in effect each case outstanding on the date hereof, (B) grants of employee stock options pursuant to the performance by the Company terms of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each existing share incentive plan within the number of options authorized for grant as disclosed in of the General Disclosure Package, or (C) the issuance date hereof and issuances of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject pursuant to the recipients exercise of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Actoptions. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the public offering date hereof set forth in the Final Prospectus, or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesRepresentatives, except, in cash or otherwise)each case, except (A) the Securities to be sold hereunder, (B) grants of employee stock options authorized for issuance as of the date hereof, pursuant to the terms of a plan in effect on the date hereof and disclosed in the General Disclosure Package and the Final Prospectus, (C) issuances of Lock-Up Securities pursuant to the terms exercise of an employee benefit plan, qualified stock option plan such options and the filing of a Registration Statement on Form S-8 in connection therewith or other director or employee compensation plan, or an agreement existing (D) issuances of Lock-Up Securities pursuant to such plan, in effect the exercise of any other employee stock options outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company hereof and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) Package and the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActFinal Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials material news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For The Company will not, without the period specified below prior written consent of the Underwriter, from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issueassign, transfer, pledge, encumber, agree or contract to sellsell (including any short sale), pledge or otherwise dispose of, directly or indirectly, Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract grant an option to purchase or grant enter into any optiontransaction or device that is designed to, right or warrant to purchase Lock-Up Securitiescould reasonably be expected to, (iii) result in the disposition by any person at any time in the future of, or enter into any swap, hedge derivative or any transaction or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of, any Ordinary Shares, ADSs, Class B ordinary shares, $0.00004 par value per share (the “Class B Shares”), or any securities convertible into or exchangeable for, or any option, right or warrant to purchase or acquire Ordinary Shares, ADSs, or Class B Shares (collectively, the “Restricted Securities”), except (i) to the Underwriter pursuant to this Agreement and (ii) to directors, officers, employees and consultants of the Company and its Affiliates under the Company’s equity incentive plans disclosed in the Time of Sale Disclosure Package and in the Prospectus, so long as such persons agree to sign the Lock-Up SecuritiesAgreement (as defined below). The Company agrees not to make any demand for or exercise any right with respect to, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 registration of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Restricted Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesUnderwriter, in cash or otherwise), except (A) the issuance of Lock-Up Securities pursuant to the terms of an employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required other than the filing of a registration statement on Form S-8 in connection with the registration of Ordinary Shares issuable under the Exchange ActCompany’s existing share incentive plan. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees to in writing; provided, however, that if If (1i) during the last 17 days of the initial Lock-Up Period, the Company releases issues an earnings results release or material news news, or a material event relating to the Company occurs occurs, during the last 17 days of the Lock-up Period, or (2ii) prior to the expiration of the initial Lock-Up up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up up Period, then in each case the Lock-Up Period will be extended restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the date of release issuance of the earnings results release or the occurrence of the materials material news or material event, as applicable, unless the Representative waives, in writing, Underwriter waives such extension. The Company will provide the Representative Underwriter, the Depositary, and each shareholder subject to the Lock-Up Agreement (as defined below) with prior notice of any such announcement described in clause (2) of the preceding sentence that gives rise to an the extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative Underwriter. The restrictions contained in the preceding sentence shall not apply to (whether any transaction mentioned in (ia) through (iii) is the Offered Securities to be settled by delivery of the Securities or such other securitiessold hereunder, in cash or otherwise), except (Ab) the issuance by the Company of options to subscribe for or purchase Lock-Up Securities and other incentive compensation, including deferred stock units, restricted shares or restricted share units, in each case under incentive plans approved by the Board of Directors of the Company, existing as of the date hereof and disclosed in the General Disclosure Package and the Final Prospectus, (c) the filing by the Company of any registration statement on Form S-8 with the Commission relating to the offering of securities pursuant to terms of such incentive or similar plans disclosed in the General Disclosure Package and the Final Prospectus, (d) the issuance by the Company of Common Stock or securities convertible into Common Stock in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto), provided that each transferee or recipient of the Common Stock shall sign and deliver a lock-up letter substantially in the form of Exhibit E, and provided further that the number of shares of Common Stock issued pursuant to this clause (d) shall not exceed 5% of the aggregate number of shares of Common Stock then outstanding, and (e) issuances of Lock-Up Securities pursuant to the terms conversion or exchange of an employee benefit plan, qualified stock option plan convertible or other director exchangeable securities or employee compensation plan, or an agreement existing pursuant to such planthe exercise of options, in effect each case outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Act. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Underwriter consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. (A) For the period specified below commencing on the date hereof and continuing for 75 days after the date hereof or such earlier date that the Representatives consent to in writing (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to any class of its Securities common equity or any securities convertible into or exchangeable or exercisable for any class of its Securities common equity (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesRepresentatives, except, in cash or otherwise)each case, except (A) the sale of the Offered Securities, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities, or the exercise of warrants or options, or the vesting and settlement of the restricted stock units, in each case outstanding on the date hereof as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (C) grants of employee stock options, restricted stock units or other equity-based compensation authorized for issuance as of the date hereof, in each case pursuant to the terms of a plan in effect on the date hereof and disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or the issuance of Lock-Up Securities pursuant to the terms exercise of an employee benefit plan, qualified such options or the vesting and settlement of such restricted stock option plan units or other director or employee equity-based compensation plan, or an agreement existing issued pursuant to this clause (C), provided that such plan, Lock-Up Securities received upon such exercise or vesting are non-transferrable and (D) the filing of a registration statement with the Commission on Form S-8 to register the offer and sale of securities to be issued pursuant to any equity compensation plan in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company First Closing Date and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the Registration Statement, the General Disclosure Package, or (C) Package and the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActFinal Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 75 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent consents of the Representative (whether any transaction mentioned in Representatives; provided that, the foregoing restrictions shall not apply to (i) through the Securities to be sold by the Company hereunder, (ii) shares or other securities issuable pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or outstanding convertible or exchangeable securities existing on the date hereof or as described or contemplated in the General Disclosure Package or Final Prospectus and (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) the issuance of Lock-Up Securities pursuant securities in connection with the acquisition of, or a joint venture with, another company if both (A) each recipient of such securities shall have executed and delivered to the terms of an employee benefit plan, qualified stock option plan or other director or employee compensation plan, or Representatives an agreement existing pursuant to such plan, substantially in effect on the date hereof, form of Exhibit A hereto and (B) the performance by the Company aggregate number of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stocksecurities issued in such transactions, each as disclosed in the General Disclosure Packagetaken together, or (C) the issuance of Lock-Up Securities in an amount does not to exceed in the aggregate 1510% of the Company’s aggregate number of Securities outstanding common stock immediately following the offering contemplated hereby (assuming all Holdings Units then outstanding are redeemed or exchanged for newly issued Securities on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used one-for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Actone basis). The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representative, except (AI) pursuant to this Agreement, (II) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and disclosed in the General Disclosure Package and Prospectus, (III) grants of stock options or other equity awards to officers, directors, employees (including employees of, and service providers to, Hospitality Management and Consulting Services, LLC) or consultants in each case pursuant to the terms of a plan in effect on the date hereof as disclosed in the General Disclosure Package and the Final Prospectus, and the issuance of Lock-Up Securities pursuant to the terms of an employee benefit plan, qualified any such stock option plan or other director or employee compensation planequity award to persons subject to a lockup letter substantially in the form attached hereto as Exhibit B, or an agreement existing pursuant (IV) issuances of Securities in connection with mergers, acquisitions, joint ventures or other strategic transactions, provided that (x) excluding any such issuance to such plan, the Island One Equity Holder (as defined in effect on the date hereof, (BGeneral Disclosure Package) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount such issuances do not to exceed in the aggregate 155% of the Company’s total outstanding common stock on shares of Securities immediately following the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to initial closing hereunder and (y) the recipients of such issuance being bound by the terms of a Securities agree to restrictions on disposition thereof substantially similar lock-up agreement and no public disclosure being made to those contained in connection with such issuance during the Lock-Up Period unless required under the Exchange ActAgreements. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or until such earlier date that the Representative agrees consents to in writing; provided, however, that that, in the event the Company ceases to be an Emerging Growth Company, if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities, the Offered Securities or any securities convertible into or exchangeable or exercisable for any of its Securities or Offered Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in Representatives, except (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) the issuance issuances of Lock-Up Securities pursuant to upon the terms exercise of an employee benefit plan, qualified stock option plan options disclosed as outstanding in the General Disclosure Package or other director or employee compensation plan, or an agreement existing pursuant to such plan, described in effect on the date hereofsubsection (ii) below, (Bii) the performance grant by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder stock options, stock appreciation rights, restricted stock, restricted stock units or the certificate of designations for other stock-based awards pursuant to the Company’s Class A Convertible Preferred Stock, each 2009 Long-Term Incentive Plan as disclosed described in the General Disclosure Package, or (Ciii) the issuance by the Company of Lock-Up Securities in an amount not to exceed in the aggregate 1510% of the Company’s outstanding common stock on the date hereof total number of shares of Offered Securities as consideration inor partial consideration for the acquisition of another corporation or entity or the acquisition of assets or properties of any such corporation or entity, or in connection with a capital raising transaction licensing, lending or similar transaction, or (iv) the proceeds filing of which are used forany registration statement on Form S-8 with respect to any stock incentive plan or stock ownership plan relating to securities described in clause (i) or (ii) above; provided, any mergerhowever, acquisition or other business combinationthat in each case described in clause (iii) above, subject to each of the recipients of such issuance being the Securities agrees in writing to the Representatives to be bound by the terms restrictions described in this paragraph for the remainder of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActPeriod. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated, except, in each case, grants of stock options, restricted stock or notional units to employees, directors or contractors pursuant to the Representative (whether terms of any transaction mentioned plan in (i) through (iii) is to be settled by delivery effect as of the Securities or such other securitiesClosing Date, in cash or otherwise), except (A) the issuance issuances of Lock-Up Securities pursuant to the terms exercise of an such options or the exercise of any other employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect options outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder hereof or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance issuances of Lock-Up Securities in an amount not pursuant to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Actdividend reinvestment plan. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Credit Suisse (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesCredit Suisse (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated waive, in writing, such extension. The Company will provide the Representative Credit Suisse (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities (other than on Form S-8), or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in Representatives; except, with respect to each of clauses (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwisev), except for (A) grants of employee stock options or other equity-based awards pursuant to the issuance terms of a plan disclosed in the General Disclosure Package, (B) issuances of Lock-Up Securities pursuant to the terms exercise of an employee benefit plan, qualified stock option plan such options or other director or employee compensation planequity-based awards, or an agreement existing (C) issuances of Lock-Up Securities pursuant to such plan, in effect the conversion or exchange of convertible or exchangeable securities (including cashless or “net” exercises) or the exercise of options outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (CD) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActOffered Securities. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge pledge, make any short sale or otherwise transfer or dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative Underwriter; except the Company may (whether any transaction mentioned in (ia) through (iii) is to be settled by delivery grant employee stock options, restricted shares of the Securities common stock or such other securities, in cash or otherwise), except (A) the issuance of Lock-Up Securities equity grants pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (Bb) issue Lock-Up Securities pursuant to the performance by exercise of such options or equity grants, (c) issue Lock-Up Securities upon the Company exercise of its obligations under any other employee stock options outstanding on the date hereof, (d) sell Lock-Up Securities pursuant to this Agreement, (e) file a registration rights agreements between statement on Form S-8 relating to the Company and the Selling Stockholder or the certificate of designations for Lock-Up Securities granted pursuant to the Company’s Class A Convertible Preferred Stock, each equity incentive plans existing as of the First Closing Date and disclosed in the General Disclosure PackagePackage and the Final Prospectus, and (f) issue Lock-Up Securities or any securities convertible into, or (C) the issuance of exercisable, or exchangeable for, Lock-Up Securities in an amount not to exceed connection with any acquisition or strategic investment (including any joint venture, strategic alliance or partnership); provided, that in the aggregate 15case of clause (f) such issuances, sales or deliveries shall not be greater than 5% of the Company’s total outstanding shares of common stock on of the date hereof as consideration inCompany immediately following the completion of this offering of Offered Securities and, or in a capital raising transaction the proceeds cases of which are used forclauses (b) and (f), any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required Securities agree to be bound by a lockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(h) hereof; provided, however, that any issuances of Lock-up Securities under subsection (f) under the Exchange ActRW Agreement shall not be required to execute or be bound by a lockup letter. The initial Lock-Up Period will commence on the date hereof and continue for 90 30 days after the date hereof or such earlier date that the Representative agrees Underwriter consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “"Lock-Up Period”"), the Company will not, directly or indirectly, take any of the following actions with respect to any shares of its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities other than the Offered Securities to be sold pursuant to this Agreement (“"Lock-Up Securities”"): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is Representative. The foregoing restrictions will not apply to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) issuances of Lock-Up Securities pursuant to the issuance conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (B) grants of stock options or other Lock-Up Securities pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder hereof or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed a plan described in the General Disclosure PackagePackage or the Final Prospectus, and issuances of Lock-Up Securities pursuant to the exercise of such options or other Lock-Up Securities or the filing of a registration statement on Form S-8 relating to the securities issuable upon the exercise of such options or other Lock-Up Securities and (C) the issuance any offer or agreement to sell or otherwise dispose of Lock-Up Securities in connection with a plan of merger, asset purchase, acquisition of a business or subdivision of a business, strategic alliance, joint venture, or lending or other credit arrangement; provided that, with respect to this clause (C), the Company will not offer to sell or enter into an amount not agreement to exceed sell or otherwise dispose of Lock-Up Securities in the aggregate 15excess of 5% of the Company’s Lock-Up Securities that are outstanding common stock on the date hereof as consideration inof the consummation of such transaction; and provided further, or in a capital raising transaction that the proceeds of which shares issued under this clause (C) are used forunregistered, any merger, acquisition or other business combination, subject to and the recipients of any shares issued under this clause (C) are restricted from selling, transferring or requiring registration of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance shares during the Lock-Up Period unless required under the Exchange ActPeriod. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Class A Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities Class A Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Securities Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in Representatives; provided that the foregoing restrictions shall not apply to (i) through (iii) is the Offered Securities to be settled sold by delivery of the Securities Company hereunder or such other securitiesany transaction involving, in cash including any repurchase, redemption or otherwise)conversion of, except (A) the Offered Securities, including but not limited to the issuance of Lock-Up Securities any Underlying Shares upon the conversion of the Offered Securities, (ii) shares or other securities issuable pursuant to the terms of an employee benefit planplans, qualified stock option plan plans or other director or employee compensation plan, plans or an agreement outstanding convertible or exchangeable securities existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder hereof or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed described or contemplated in the General Disclosure Package, the Final Offering Circular or the proxy statement on Schedule 14A for the Company’s 2013 annual meeting of stockholders, filed Xxxxx 00, 0000, (Cxxx) the sale, purchase or issuance by the Company of Class A Common Stock or other securities pursuant to any convertible note hedge transactions or warrant transactions entered into by the Company with one or more of the Purchasers (or affiliate(s) thereof) in connection with the offering of the Offered Securities and (iv) the issuance of Lock-Up Securities securities in connection with the acquisition of, or a joint venture with, another company if both (A) each recipient of such securities shall have executed and delivered to the Representatives an amount not to exceed agreement substantially in the form of Exhibit A hereto and (B) the aggregate 15number of securities issued in such transactions, taken together, does not exceed 10% of the Company’s aggregate number of shares of Class A Common Stock outstanding common stock immediately following the offering contemplated hereby (assuming all limited liability company units of FXCM Holdings, LLC then outstanding are redeemed or exchanged for newly issued shares of Class A Common Stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used one-for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Actone basis). The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials material news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. (A) For the period specified below commencing on the date hereof and continuing for 75 days after the date hereof or such earlier date that the Representatives consent to in writing (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to any class of its Securities common equity or any securities convertible into or exchangeable or exercisable for any class of its Securities common equity (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesRepresentatives, except, in cash or otherwise)each case, except (A) the sale of the Offered Securities, (B) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities, or the exercise of warrants or options, or the vesting and settlement of the restricted stock units, in each case outstanding on the date hereof as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (C) grants of employee stock options, restricted stock units or other equity-based compensation authorized for issuance as of the date hereof, in each case pursuant to the terms of a plan in effect on the date hereof and disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or the issuance of Lock-Up Securities pursuant to the terms exercise of an employee benefit plan, qualified such options or the vesting and settlement of such restricted stock option plan units or other director or employee equity-based compensation plan, or an agreement existing issued pursuant to this clause (C), provided that such plan, Lock-Up Securities received upon such exercise or vesting are non-transferrable and (D) the filing of a registration statement with the Commission on Form S-8 to register the offer and sale of securities to be issued pursuant to any equity compensation plan in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company First Closing Date and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the Registration Statement, the General Disclosure Package, or (C) Package and the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActFinal Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 75 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) the Company is not an “emerging growth company” (as defined in Section 2(a)(19) of the Act); and (2) either (x) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2y) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then then, in each case case, the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials material news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (other than the Offered Securities, securities to be exchanged by the Selling Stockholders therefor and the 3,000,000 units of Magnolia Oil & Gas Parent LLC expected to be purchased by the Company or its subsidiaries substantially concurrently with the closing of the offering of the Offered Securities (such units, the “Concurrent OpCo Units”)) (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of X.X. Xxxxxx Securities LLC, except through the Representative (whether any transaction mentioned filing of a supplement to the prospectus included in (i) through (iii) is to be settled by delivery the Registration Statement for the purpose of updating the identities of the Securities selling stockholders named therein and the quantities of shares held thereby (provided that such selling stockholders shall be subject to the lock-up restrictions described in Section 5(k) or such other securities, in cash or otherwiseSection 7(j) hereof), except (A) the issuance filing of a registration statement or an amendment thereto in connection with any registration rights in existence on the date hereof, issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, grants of employee stock options pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) issuances of Lock-Up Securities pursuant to the performance exercise of such options, issuances of lock-up securities as consideration for any acquisitions as to which definitive agreements have been entered into as of the date hereof, or other issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any other manner of its obligations any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (x) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the Closing Date are issued as consideration in connection with all such acquisitions and (y) prior to the issuance of such shares of the Company’s capital stock each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(j) for the remaining term of the Lock-Up Period. Notwithstanding anything to the contrary in this Section 5(j), the restrictions contained in this Section 5(j) shall not apply to the establishment of a trading plan pursuant to Rule 10b5-1 under the registration rights agreements between Exchange Act for the Company and transfer of shares of the Selling Stockholder or Company’s capital stock, provided that (i) such plan does not provide for the certificate transfer of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in Common Stock during the General Disclosure Package, or Company Restricted Period and (Cii) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of extent a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required 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 Company Restricted Period. The initial Lock-Up Period will commence on the date hereof and continue for 90 30 days after the date hereof or such earlier date that the Representative agrees X.X. Xxxxxx Securities LLC consents to in writing; provided, however, that if writing (1) during the last 17 days of the initial Lock-Up “Company Restricted Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period”).

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (iA) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (iiB) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iiiC) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (ivD) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (vE) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities , or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned Representatives, other than a Registration Statement on Form S-8 relating to equity awards issued or issuable pursuant to plans described in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise), General Disclosure Package except (A) the issuance issuances of Lock-Up Securities (x) pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and described in the prospectus, (y), grants of employee stock options pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company hereof and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed described in the General Disclosure Packageprospectus, or and (Cz) the issuance issuances of Lock-Up Securities in an aggregate amount not to exceed in the aggregate 155% of the Company’s outstanding common capital stock on immediately following the date hereof as consideration incompletion of the offering of Offered Securities contemplated herein in connection with acquisitions of businesses, assets or technologies or in a capital raising transaction the proceeds of which connection with strategic partnerships, license arrangements or collaborations; provided that each person to whom Lock-Up Securities are used forissued agrees, any mergerprior to such transfer, acquisition or other business combination, subject to the recipients of such issuance being be bound in writing by the terms of a an agreement substantially similar lock-up agreement and no public disclosure being made to those referenced in connection with such issuance during the Lock-Up Period unless required under the Exchange ActSection 7(f) hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities other than a Form S-8, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except for (Aa) grants of employee stock options pursuant to the issuance terms of a plan in effect on the date hereof or disclosed in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the terms exercise of an employee benefit plan, qualified such options or the exercise of any stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect options outstanding on the date hereof, hereof or (Bb) the performance issuance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not shares representing up to exceed in the aggregate 157.5% of the Company’s outstanding common stock on shares of Common Stock of the date hereof Company as of the consummation of the offering of the Offered Securities (and the agreement that provides for such issuance) issued and issuable in full or partial consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, future acquisition or other business combinationstrategic investment (provided, subject that, the holders of such shares received in such acquisition or strategic investment sign and deliver to the recipients of such issuance being bound by Representatives lockup letters in the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during same form as delivered to the Lock-Up Period unless required under the Exchange ActRepresentatives pursuant to Section 7(k) hereof). The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. (i) For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act Act, (v) permit a net exercise or “cashless” exercise of any options issued pursuant to a plan; or (vvi) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities (except for a registration statement on Form S-8 to register shares issuable upon exercise of options granted pursuant to the terms of a plan in effect on the date hereof, or publicly disclose it being understood that the intention Company shall be limited to take filing only one Form S-8 during the Lock-Up Period and any Securities registered pursuant to such action, Form S-8 shall remain subject to the lock-up agreements previously executed and delivered pursuant to this agreement pursuant to the terms therein) without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesRepresentatives, except, in cash or otherwise)each case, except (A) the Securities to be sold hereunder; (B) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof and disclosed in the General Disclosure Package and the Final Prospectus, and authorized for issuance as of the date hereof; (C) issuances of Lock-Up Securities pursuant to the terms exercise of an such options or the exercise of any other employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect options outstanding on the date hereof, hereof provided such exercises are not on a “net exercise” on “cashless” basis as described in clause (Bv) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or above; (CD) the issuance of Lock-Up Securities in an amount not connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, property or other assets of another person or entity or pursuant to exceed any employee benefit plan assumed by the Company in connection with any such acquisition; or (E) the issuance of Lock-Up Securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (D) and (E), (i) the aggregate 15number of shares issued in such acquisitions and transactions does not exceed 5% of the Company’s Securities outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds immediately following consummation of which are used for, this offering and (ii) any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by shares execute and deliver to the terms of Representatives a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActAgreement (as defined below). The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials material news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Credit Suisse and Jefferies, except (Aa) the issuance issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (b) the filing of a registration statement on Form S-8 relating to the General Disclosure Package and the Final Prospectus, and grants of employee stock options or other equity grants pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (Bc) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance issuances of Lock-Up Securities in an amount not pursuant to exceed in a bona fide merger, consolidation, acquisition of securities, businesses, property or other assets, joint venture, collaboration, licensing or strategic alliances or other similar transactions, providing that the aggregate 15number of shares of Securities shall not exceed 5% of the Company’s total number of Securities issued and outstanding common immediately following the completion of the transactions contemplated by this Agreement, or (d) issuances of Lock-Up Securities pursuant to the exercise of options or other equity grants described in clause (b) or the exercise of any other employee stock options or other equity grants outstanding on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Acthereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Credit Suisse and Jefferies consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesCredit Suisse, except, in cash or otherwise)each case, except (A) the Securities to be sold hereunder; (B) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof and disclosed in the General Disclosure Package and the Final Prospectus, and authorized for issuance as of the date hereof; (C) issuances of Lock-Up Securities pursuant to the terms exercise of an such options or the exercise of any other employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect options outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company hereof and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed described in the General Disclosure Package, Package and the Final Prospectus; or (CD) the issuance of Lock-Up Securities in an amount connection with the acquisition by the Company or any of its subsidiaries of the securities, 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; provided, however, that in the case of clause (D) such Lock-Up Securities shall not to exceed in the aggregate 15% exceed five percent (5%) of the Company’s outstanding common shares of capital stock on a fully-diluted basis as of the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Acthereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Credit Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative Credit Suisse waives, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesXxxxxxx Xxxxx and Xxxxxx, except, in cash or otherwise)each case, except (A) the Securities to be sold hereunder; (B) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof and disclosed in the General Disclosure Package and the Final Prospectus, and authorized for issuance as of the date hereof; (C) issuances of Lock-Up Securities pursuant to the terms exercise of an such options or the exercise of any other employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect options outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company hereof and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed described in the General Disclosure Package, Package and the Final Prospectus; or (CD) the issuance of Lock-Up Securities in an amount connection with the acquisition by the Company or any of its subsidiaries of the securities, 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; provided, however, that in the case of clause (D) such Lock-Up Securities shall not to exceed in the aggregate 15% exceed five percent (5%) of the Company’s outstanding common shares of capital stock on a fully-diluted basis as of the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Acthereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Xxxxxxx Xxxxx and Stifel consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesXxxxxxx Xxxxx and Xxxxxx waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below beginning on the date hereof and ending on the date that is 90 days after the Closing Date (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): ) (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than (1) a registration statement on Form S-8 with respect to Securities granted pursuant to or reserved for issuance under any Company equity incentive plan described in the Registration Statement, General Disclosure Package and the Final Prospectus or (2) confidential or non-public submissions to the Commission of any registration statements under the Securities Act; provided that in the use of this clause (2), (w) no public announcement of such confidential or non-public submission shall be made, (x) if any demand was made for, or any right exercised with respect to such, registration of Securities or securities convertible, exercisable or exchangeable into Securities, no public announcement of such demand or exercise of rights shall be made, (y) the Company shall provide written notice at least two business days prior to such confidential or non-public submission to each Designated Representative (as defined below) and (z) no such confidential or non-public submission shall become a publicly available registration statement during the Lock-Up Period), or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) the issuance of Lock-Up Securities pursuant to the terms of an employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Act. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up PeriodDesignated Representatives.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesRepresentatives, except, in cash or otherwise)each case, except (A) the Securities to be sold hereunder, (B) grants of employee stock options or director restricted stock units (“RSUs”) authorized for issuance as of the date hereof, pursuant to the terms of a plan in effect on the date hereof and disclosed in the General Disclosure Package and the Final Prospectus, (C) issuances of Lock-Up Securities pursuant to the terms exercise of an employee benefit plan, qualified stock option plan such options and the filing of a Registration Statement on Form S-8 in connection therewith or other director or employee compensation plan, or an agreement existing (D) issuances of Lock-Up Securities pursuant to such plan, in effect the exercise of any other employee stock options or director RSUs outstanding on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company hereof and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) Package and the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange ActFinal Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that that, in the event the Company ceases to be an Emerging Growth Company, if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials material news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up SecuritiesSecurities other than a Form S-8 with respect to securities described in clauses (A) and (B) below, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except for (A) the issuance of Lock-Up Securities pursuant to the terms exercise of an employee benefit plan, qualified any stock option plan options or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect vesting of restricted stock units outstanding on the date hereof, (B) the performance by issuance of any stock option or other equity security to any employee, director or officer under any employee benefit plan existing on the Company of its obligations under the registration rights agreements between the Company date hereof and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed described in the General Disclosure Package, Package and the Prospectus or (C) the issuance of Lock-Up Securities in an amount not to exceed connection with the Company’s or any of its subsidiaries’ acquisition of, or merger or consolidation with, any other corporation or business entity; provided that in the aggregate 15case of clause (C), that such issuance shall not be greater than 10% of the Company’s Securities outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to such issuance and the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under Securities agree to be bound by a lockup letter in the Exchange Actform executed by directors, officers and the Selling Stockholder pursuant to Section 7(i) hereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except the Company may (Aa) issue and sell the issuance of Lock-Up Offered Securities pursuant to the terms of an employee benefit planas contemplated by this Agreement, qualified (b) grant restricted common stock, options and other stock option plan or other director or employee compensation plan, or an agreement awards under equity incentive plans existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company this Agreement and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed described in the General Disclosure Package, (c) issue shares of common stock of the Company upon the conversion of preferred stock, the exercise of options or the settlement of other stock awards granted under such existing equity incentive plans, the exercise of warrants, the surrender of stock certificates formerly representing capital stock of RF Magic, Inc., or in connection with warrants, or the put and call options held by optionholders of RF Magic’s French subsidiary as described in the Prospectus, (Cd) file with the Commission one or more registration statements on Form S-8 registering the Securities issuable under such existing equity incentive plans as described in the General Disclosure Package, and (e) issue any shares of common stock of the Company pursuant to acquisitions, licensing, lending or similar agreements; provided that, with respect to (e), (i) the sum of the aggregate number of shares of common stock of the Company so issued with respect to all such acquisitions, licensing, lending or similar agreements shall not exceed ten percent (10%) of the total outstanding shares of common stock of the Company immediately following the completion of this offering and (ii) prior to the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients such shares each recipient of such issuance being bound by the terms of shares enters into a similar lock-up agreement and no public disclosure being made in connection with such issuance during to be agreed to by the LockRepresentatives that is substantially similar to the lock-Up Period unless required under the Exchange Actup agreement attached as Annex A hereto. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into a transaction which would have the same effect, or enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up SecuritiesSecurities whether any such aforementioned transactions is to be settled by delivery of the Lock-Up Securities or such other securities in cash or otherwise, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or (vi) publicly disclose the intention to take make any such actionoffer, sale, issue, pledge, grant or to enter into any such transaction, swap, hedge or other arrangement, without the prior written consent consents of the Representative Xxxxxxx Xxxxx and Credit Suisse Securities (whether any transaction mentioned in USA) LLC (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise“Credit Suisse”), except for (Aa) issuances of grants of employee stock options or equity awards pursuant to the issuance terms of a Company plan in effect on the date hereof or issuances of Lock-Up Securities pursuant to the terms exercise of an such options or the exercise of any other employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect options outstanding on the date hereof, (Bb) the performance by purchases of ordinary shares of employees of the Company selling ordinary shares to the Company the proceeds of its obligations which will be used in respect of grants under the registration rights agreements between the terms of a Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stockplan then in effect, each as disclosed in the General Disclosure Package, or (Cc) the issuance of Lockordinary shares to holders of the Company 10% Subordinated PIK Notes due May 25, 2018 (the “PIK Notes”) pursuant to the related PIK Note Option Agreement dated February 25, 2009, (d) issuances of ordinary shares to RI-Up Securities Fondo 1, RI-Fondo 2, RI-Fondo 3, IN-Fondo 1, IN-Fondo 2, XX-Xxxxx 0, XX-Xxxxx 0, XX-Xxxxx 0 and PR-Fondo 3, each a private pension fund formed under the law of Peru (each a “Peruvian Pension Fun”), in exchange for shares of Xxx del Sur S.A.A., pursuant to the terms of certain exchange agreements dated, September 8, 2009 between each such Peruvian Pension Fund and the Company and (e) issuances of ordinary shares in an amount not to exceed in the aggregate 1510% of the Company’s outstanding common stock on ordinary shares in exchange for equity securities, assets or other interests in or of a company principally engaged in the energy industry in the emerging markets (any developing country in Latin America, Central and Eastern Europe, the Middle East or Asia); provided that each recipient of ordinary shares, in the case of this clause (e) shall sign and deliver to Xxxxxxx Xxxxx and Credit Suisse a letter substantially in the form of Annex L provided for in this Agreement, covering the period from the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject issuance of such ordinary shares to such recipient to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during date the Lock-Up Period unless required under is terminated in accordance with the Exchange Actterms of this Section 5(m). The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Xxxxxxx Sachs and Credit Suisse consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, Xxxxxxx Xxxxx and Credit Suisse waive in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. Each of the Selling Shareholders agree that any waiver by Xxxxxxx Sachs and Credit Suisse of the restrictions set forth in clause (m) above shall not trigger the requirement set forth in the last sentence of each of clauses (i) and (ii) of Section 6(a) of the Amended and Restated Registration Rights Agreement dated as of December 29, 2006 among the Company and such Selling Shareholders.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities shares of Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities shares of Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesRepresentatives, in cash or otherwise), except except: (A) the issuance issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (B) grants of employee stock options pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (BC) issuances of Lock-Up Securities pursuant to the performance exercise of such options, (D) issuances of Lock-Up Securities in connection with acquisitions by the Company provided that (1) the aggregate number of its obligations under Lock-Up Securities issued pursuant to this clause (D) shall not exceed 5% of the registration rights agreements between total number of outstanding shares of Common Stock immediately following the Company issuance and sale of the Selling Stockholder or Offered Securities pursuant hereto and (2) the certificate holder of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed such Lock-Up Securities shall sign a lock-up agreement in the General Disclosure Package, or (C) form attached hereto as Exhibit A if the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance occurs during the Lock-Up Period unless required under Period, or (E) issuances of Lock-Up Securities pursuant to the Exchange ActCompany’s dividend reinvestment plan. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives) directly or indirectly, take (1) offer, pledge, sell, contract to sell, sell any of the following actions with respect option or contract to its purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, any Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (collectively, “Lock-Up up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, Lock-Up Securities), (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii2) enter into any swap, hedge hedge, option, derivative or other arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other agreement that transfersderivative transaction or instrument, however described or defined) designed or intended to, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition or transfer of any economic consequences of ownership, in whole or in part, directly or indirectly, of any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take whether any such action, without the prior written consent of the Representative (whether any aforementioned transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesLock-Up Securities, in cash or otherwise), (3) exercise any right with respect to the registration of any Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted, any registration statement in connection therewith, under the Act or (4) publicly disclose the intention to do any of the foregoing, except (A1) the issuance issuances of Lock-Up Securities or securities convertible into or exercisable for shares of Lock-up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options or the settlement of restricted stock units, in each case outstanding on the date hereof and described in the Registration Statement, the General Disclosure Package and the Prospectus; (2) grants of employee stock options, stock awards, restricted stock, restricted stock units or other equity awards and the issuance of shares of Lock-up Securities (whether upon the exercise of stock options or otherwise) pursuant to the terms of an employee benefit plan, qualified stock option plan or other director or employee equity compensation plan, employee stock purchase plan or an agreement existing pursuant to such plan, dividend reinvestment plan in effect on the date hereofhereof and described in the Registration Statement, the General Disclosure Package and the Prospectus; (B3) the performance filing by the Company of its obligations under any registration statement on Form S-8 with the registration rights agreements between Commission relating to the Company and offering of securities pursuant to the Selling Stockholder terms of such equity plans or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or similar plans; (C4) the issuance by the Company of Lock-Up Securities in connection with an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject provided that the aggregate number of Securities issued pursuant to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance this clause (4) during the Lock-Up Period unless required under shall not exceed 5% of the Exchange Acttotal number of Securities issued and outstanding on the closing date of the offering. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For The Company will not, without the period specified below prior written consent of the Representatives, from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issueassign, transfer, pledge, encumber, agree or contract to sellsell (including any short sale), pledge or otherwise dispose of, directly or indirectly, Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract grant an option to purchase or grant enter into any optiontransaction or device that is designed to, right or warrant to purchase Lock-Up Securitiescould reasonably be expected to, (iii) result in the disposition by any person at any time in the future of, or enter into any swap, hedge derivative or any transaction or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of, any Ordinary Shares, ADSs, Class B ordinary shares, $0.00004 par value per share (the “Class B Shares”), or any securities convertible into or exchangeable for, or any option, right or warrant to purchase or acquire Ordinary Shares, ADSs, or Class B Shares (collectively, the “Restricted Securities”), except (i) to the Underwriters pursuant to this Agreement and (ii) to directors, officers and employees of the Company and its Affiliates under the Company’s equity incentive plans disclosed in the Time of Sale Disclosure Package and in the Prospectus, so long as such persons agree to sign the Lock-Up SecuritiesAgreement (as defined below). The Company agrees not to make any demand for or exercise any right with respect to, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 registration of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Restricted Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securitiesRepresentatives, in cash or otherwise), except (A) the issuance of Lock-Up Securities pursuant to the terms of an employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required other than the filing of a registration statement on Form S-8 in connection with the registration of Common Shares issuable under the Exchange ActCompany’s existing share incentive plan. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees to in writing; provided, however, that if If (1i) during the last 17 days of the initial Lock-Up Period, the Company releases issues an earnings results release or material news news, or a material event relating to the Company occurs occurs, during the last 17 days of the Lock-up Period, or (2ii) prior to the expiration of the initial Lock-Up up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up up Period, then in each case the Lock-Up Period will be extended restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the date of release issuance of the earnings results release or the occurrence of the materials material news or material event, as applicable, unless the Representative waives, in writing, Representatives waive such extension. The Company will provide the Representative Representatives, the Depositary, any co-managers and each shareholder subject to the Lock-Up Agreement (as defined below) with prior notice of any such announcement described in clause (2) of the preceding sentence that gives rise to an the extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Ordinary Shares or American Depositary Shares or any securities convertible into or exchangeable or exercisable for any of its Securities Ordinary Shares or American Depositary Shares (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except (A) the issuance issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, grants of employee share options pursuant to the terms of an employee benefit plan, qualified stock option a plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance issuances of Lock-Up Securities pursuant to the exercise of such options, establishments of trading plans pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs or Ordinary Shares, or filing of registration statements on Form S-8 with the Commission relating to the issuance, vesting, exercise or settlement of equity awards granted or to be granted pursuant to a plan in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock effect on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Acthereof. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Ordinary Shares or ADSs, or any securities convertible into or exchangeable or exercisable for any of its Securities Ordinary Shares or ADSs (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is Representatives. The foregoing restrictions shall not apply to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) the issuance of LockOrdinary Shares represented by the Offered Securities and the sale of the Offered Securities hereunder, (B) the issuance of Ordinary Shares to SINA Corporation pursuant to the share purchase agreement dated July 23, 2009 between the Company and SINA Corporation, (C) the grants of equity-Up Securities based awards pursuant to the terms of an employee benefit plan, qualified stock option the Company’s existing share incentive plan and the issuance of Ordinary Shares upon exercise of options or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on vesting of restricted shares that have been previously granted and are outstanding as of the date hereof, or (BD) the performance by the Company filing of its obligations under a registration statement on Form S-8 in connection with the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for Ordinary Shares issuable under the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Actexisting share incentive plan. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2ii) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or Ordinary Shares, ADSs, any securities convertible into or exchangeable or exercisable for any of its Securities Ordinary Shares or ADSs or any securities substantially similar to its Ordinary Shares or ADSs (the “Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of the Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase the Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in the Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to the Lock-Up Securities, or publicly disclose the intention to take any such action, in each case without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise)Representatives, except (A) issuances of the issuance Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, grants of employee stock options, restricted shares, restricted share units or other securities (each an “Award” and collectively, the “Awards”) pursuant to the terms of a plan in effect on the date hereof, issuances of Lock-Up Securities pursuant to the exercise of such options and issuances of Lock-Up Securities pursuant to the Company’s dividend reinvestment plan, provided that, in the case of this clause (A), during the Lock-Up Period, the Company shall not consent or otherwise agree, including, but not limited to, in any award agreement or any amendment thereto, to any transfer of any Award, or any rights under any Award, by the recipient of such Award in violation of the terms of an employee benefit plan, qualified stock option such a plan or other director or employee compensation plan, or an agreement existing pursuant amend the terms of such a plan to such plan, permit any transfer in violation of the terms in effect on the date hereof, and (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not connection with a joint venture or any other strategic transaction or any acquisition by the Company of the securities, business, property or other assets of another entity, provided that (a) any recipient of such Lock-Up Securities pursuant to exceed clause (B) of this sentence shall execute and deliver a Lock-Up Agreement to the Representatives in the same form as those obtained pursuant to Section 7(q) hereof prior to, or concurrently with, the issuance of such Lock-Up Securities by the Company and (b) the aggregate 15number of Lock-Up Securities issued pursuant to clause (B) of this sentence shall not exceed 10% of the Company’s total number of Ordinary Shares outstanding common stock on as of the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Actissuance. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities ADSs, Ordinary Shares or any securities convertible into or exchangeable or exercisable for any of its Securities ADSs or Ordinary Shares (“Lock-Up Securities”): (iA) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (iiB) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iiiC) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (ivD) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (vE) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative Representatives. The forgoing restrictions shall not apply to (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (Aa) the issuance of Lock-Up Ordinary Shares represented by the Offered Securities and the sale of the Offered Securities hereunder; (b) the grants of options or equity based awards pursuant to the terms of the Company’s existing share incentive plans and the issuance by the Company of Ordinary Shares upon the exercise of an employee benefit plan, qualified stock option plan or other director warrant or employee compensation plan, or an agreement existing pursuant to such plan, in effect the conversion of a security outstanding on the date hereof, (Bc) the performance by the Company filing of its obligations under a registration statement on Form S-8 in connection with the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for Ordinary Shares issuable under the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Actexisting share incentive plans. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof of the Final Prospectus or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the Representative Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative Representatives, except that the Company may (whether any transaction mentioned in (i1) through (iii) is issue and sell the Securities to be settled sold hereunder, (2) sell Lock-Up Securities in connection with the acquisition by delivery the Company of the Securities or such other securities, business, property or assets of another person or entity or in cash or otherwise)connection with strategic partnership transactions; provided that each person to whom Lock-Up Securities are issued agrees, except prior to such transfer, to be bound in writing by the terms of an agreement substantially similar to those referenced in Section7(i) hereof, provided further that the aggregate number of shares issued in all such acquisitions and transactions does not exceed 5% of the outstanding ordinary shares of the Company following the offering of the Offered Securities, (A3) the issuance of issue Lock-Up Securities pursuant to the terms of an any employee benefit share option plan, qualified stock option share ownership plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, dividend reinvestment plan in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company hereof and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed described in the General Disclosure Package, or the Registration Statement and the Final Prospectus (Cthe “Plan Securities”) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which provided that such securities are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up an agreement and no public disclosure being made as described in connection with such issuance Section 7(j) during the Lock-Up Period unless required under Period, (4) issue Lock-Up Securities pursuant to the Exchange Actexercise of Plan Securities or (5) file a registration statement on Form S-8 to cover securities issued in connection with the share option plans described in the General Disclosure Package, the Registration Statement and the Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 90 180 days after the date hereof or such earlier date that the Representative agrees Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.