Common use of Clear Market Clause in Contracts

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (a) the Shares to be sold hereunder, (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuance.

Clear Market. For a period of 90 180 days after the date of the ProspectusProspectus (the “Company Lock-Up Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock, or any options, rights or warrants to purchase any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for, or that represent the right to receive, Class A Common Stock, including limited liability company interests in the LLC convertible into or exercisable or exchangeable for or that represent the right to receive Class A Common Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesJ.X. Xxxxxx Securities LLC and BofA Securities, Inc., other than (ai) the Shares to be sold hereunder, (bii) the issuance or acquisition by the Company of shares of Common Stock in connection with the exercise of an option or warrant, vesting and/or settlement of a restricted stock or restricted stock unit award, or the conversion of a security as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (iii) the grant or amendment of compensatory equity-based awards, and/or the issuance of shares of Common Stock with respect thereto, made pursuant to the equity incentive plans of the SDH Parties referenced in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (iv) any shares of Common Stock issued pursuant to any non-employee director compensation plan or program disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (v) the purchase of shares of Common Stock pursuant to any employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (vi) facilitating the establishment of a trading plan on behalf of a stockholder, officer or director of the Company issued upon pursuant to Rule 10b5-1 under the exercise Exchange Act for the transfer of options granted under Company Stock Plans, or (c) shares of Stock Common Stock; provided that (a) such plans do not provide for the transfer of Shares during the Company Lock-Up Period and (b) no filing by any party under the Exchange Act or other securities convertible public announcement shall be required or made voluntarily in connection with such trading plan (other than the required disclosure on Form 10-Q or Form 10-K, as applicable, of the entrance into or exercisable for shares of any trading plan during the relevant fiscal quarter, provided that such disclosure includes a statement to the effect that no transfers may be made pursuant to such trading plan during the Restricted Period), (vii) Common Stock otherwise issued in connection with a joint venture, marketing the Organizational Transactions and (viii) the filing of any registration statement on Form S-8 relating to securities granted or distribution arrangement, collaboration agreement, intellectual property license agreement, to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition of assets or not less than similar strategic transaction.. If J.X. Xxxxxx Securities LLC and BofA Securities, Inc., in their sole discretion, agree to release or waive the restrictions set forth in a majority lock-up letter described in Section 6(l) hereof for an officer or controlling portion director of the equity of another entity, provided that (x) Company and provide the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall not exceed 5.0 % Company with notice of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement impending release or waiver substantially in the form of Exhibit A B hereto prior at least three business days before the effective date of the release or waiver (indicating the effective date of such release or waiver in such notice to such issuancethe Company), the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesUnderwriter, other than (aA) the Shares to be sold hereundergrants of options, (b) any shares of Stock and other awards to purchase shares of Stock issued under the stock-based compensation plans of the Company issued and its subsidiaries (the “Company Stock Plans”) or issuances of shares of Stock upon the exercise of options or other awards granted under the Company Stock Plans, (B) the filing by the Company of any registration statement on Form S-8 (or any successor form) or the filing by the Company of any registration statement that is required pursuant to a registration rights agreement in effect on the date hereof and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (cC) issuances of capital stock upon exercise of any options or warrants in each case that are outstanding on the date of this Agreement or permitted to be issued pursuant to this Section 5(h), (D) shares of Stock or other securities convertible into or exercisable for shares capital stock of Stock the Company issued in connection with any acquisitions, strategic investments or any other transaction that includes a bona fide commercial relationship with the Company (including joint ventureventures, marketing or distribution arrangementarrangements, collaboration agreement, agreements or intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entityagreements), provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (cD) during the 60-day restricted period shall not exceed 5.0 10% of the total number of shares of Stock issued and outstanding immediately following on the completion of Closing Date and provided further, that in the transactions contemplated by this agreement, and (y) the recipient case of any such issuance of shares of Stock and securities issued capital stock pursuant to this clause (cD) during the 90-day restricted period referred to in this section any recipient of shares of capital stock shall execute have executed and deliver delivered to the Representatives an agreement substantially Underwriter a lock-up letter in the form of Exhibit A hereto prior to such issuancehereto, and (E) the registration under the Securities Act of any securities referenced in clause (A).

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (aA) the Shares to be issued and sold hereunder, (bB) any shares of Common Stock of the Company issued upon in connection with the conversion, exchange or exercise of options options, restricted stock units or other stock based awards granted under Company Stock PlansPlans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any options, restricted stock units or other stock based awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) filings on Form S-8 relating to the Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the grant or issuance of stock options or other securities pursuant to or in connection with any employment contract, benefit plan or similar arrangement, including but not limited to any Company Stock Plan, with or for the benefit of employees, officers, directors or consultants pursuant to plans in effect on the date hereof, as they may be amended from time to time, or (cF) the issuance of up to 5% of the outstanding shares of Stock or other securities convertible into or exercisable for shares outstanding immediately after the offering of Stock issued the Shares pursuant to this Agreement in connection with (1) the acquisition of, a joint venture, marketing venture with or distribution arrangement, collaboration agreement, intellectual property license agreement, a merger with another company or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x2) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause any employee benefit plan assumed by the Company in connection with such acquisition, joint venture or merger; provided that, in the case of (c1) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the 2), any recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives a lock-up letter substantially in the form of Exhibit A. If X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an agreement officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit A hereto prior at least three business days before the effective date of the release or waiver, the Company agrees to such issuanceannounce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 30 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesUnderwriter, other than (a) the Shares to be sold hereunder, (bA) any shares of Common Stock of the Company issued upon in connection with the conversion, exchange or exercise of options options, restricted stock units or other stock based awards granted under Company Stock PlansPlans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (B) any options, restricted stock units or other stock based awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (cC) filings on Form S-8 relating to the Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the grant or issuance of stock options or other securities pursuant to or in connection with any employment contract, benefit plan or similar arrangement, including but not limited to any Company Stock Plan, with or for the benefit of employees, officers, directors or consultants pursuant to plans in effect on the date hereof, as they may be amended from time to time, (E) the issuance of up to 5% of the outstanding shares of Stock or other securities convertible into or exercisable for shares outstanding immediately after the offering of Stock issued the Shares pursuant to this Agreement in connection with (1) the acquisition of, a joint venture, marketing venture with or distribution arrangement, collaboration agreement, intellectual property license agreement, a merger with another company or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x2) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to any employee benefit plan assumed by the Company in connection with such acquisition, joint venture or merger; provided that, in the case of clauses (1) and (2) of this clause (c) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreementE), and (y) the any recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement Underwriter a lock-up letter substantially in the form of Exhibit A hereto prior A, or (F) confidential or non-public submissions to the Commission of any registration statements under the Securities Act; provided that, in the case of this clause (F), no public announcement of such issuanceconfidential or non-public submission shall be made and no public filing with the Commission of a registration statement is permitted.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock Common Shares or any securities convertible into or exercisable or exchangeable for StockCommon Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Common Shares or any such other securities, (iii) make any demand for, or exercise any right with respect to, the registration of any Common Shares or any security convertible into or exercisable or exchangeable for Common Shares or (iv) publicly announce any intention to do any of the foregoing, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of Stock Common Shares or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX.X. Xxxxxx and Xxxxxxxxx, other than (ai) the Shares to be sold hereunder, (bii) any shares Common Shares, options or other rights to receive or purchase Common Shares, or the issuance of Stock of the Company issued Common Shares upon the exercise of options granted under options, pursuant to any Company Stock Plan, (iii) the filing of a registration statement on Form S-8 to register Common Shares issuable pursuant to Company Stock Plans, (iv) Common Shares or (c) shares of Stock any securities convertible into, or exercisable or exchangeable for, Common Shares, or the entrance into an agreement to issue Common Shares or any securities convertible into, or exercisable or exchangeable for, Common Shares, in connection with any merger, joint venture, strategic alliances, commercial or other securities convertible into collaborative transaction or exercisable for shares the acquisition or license of Stock issued the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a joint venture, marketing merger or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, acquisition; provided that (x) the aggregate number of shares of Stock Common Shares or any securities convertible into into, or exercisable for Stock issued or exchangeable for, Common Shares that the Company may issue or agree to issue pursuant to this clause (civ) shall not exceed 5.0 7.5% of the total number outstanding share capital of shares of Stock issued and outstanding the Company immediately following the completion issuance of the transactions contemplated by this agreementShares; and provided, and (y) further, that the recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver recipients thereof provide to the Representatives a signed Lock-Up Agreement. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(m) hereof for an agreement officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit A B hereto prior at least three business days before the effective date of the release or waiver, the Company agrees to such issuanceannounce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) will enforce the terms of Article 11.8, Lock-Up Agreement, of the Company’s 2008 Stock Incentive Plan and Section 11(b), Market Stand-Off, of the Company’s 2004 Stock Plan: Stock Option Agreement, and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction that would constitute a breach of or default under such provisions, (ii) will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or filing and (iiiii) will not enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (iii) or (iiiii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (aA) the Shares to be sold hereunder, (bB) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, Plans or (c) shares upon the exercise of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion warrants outstanding as of the equity Closing Date and (C) the grant or issuance by the Company of another entityemployee, provided consultant or director stock options or restricted stock units in the ordinary course of business under stock plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided, in the case of clause (C), that either (x) the aggregate number of shares of Stock stock options or securities convertible into restricted stock units do not vest or otherwise become exercisable for Stock issued pursuant to this clause (c) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90180-day restricted period referred to in this section or any extension thereof or (y) each recipient of such stock options or restricted stock units shall execute and deliver a Lock-Up Agreement (as defined herein). Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Representatives an agreement substantially Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. This clause (h) shall not prohibit the Company from issuing shares of Common Stock in connection with the form acquisition by the Company or one of Exhibit A hereto its subsidiaries of the assets or capital stock of another person or entity consummated following the Closing Date, whether through merger, asset acquisition, stock purchase or otherwise or pursuant to any employee benefit plan assumed by the Company in connection with such acquisition; provided that (i) the shares of Common Stock issued do not represent more than 5% of the Company’s outstanding capital stock immediately prior to such issuanceacquisition and (ii) each recipient of such shares shall execute a Lock-Up Agreement (as defined herein).

Clear Market. For a period of 90 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not not, nor will it publicly disclose the intention to, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net or cashless exercise) or the settlement of RSUs (including net or cashless settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the issuance by the Company of shares of Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Stock in connection with (1) the acquisition by the Company or any of its subsidiaries of the 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 such securities pursuant to any such agreement, or (2) the Company’s joint ventures, commercial relationships and other strategic transactions, or (iv) the filing by the Company of any registration statements on Form S-8 or a successor form thereto relating to securities granted or to be granted pursuant to the Company Stock Plans or any assumed employee benefit contemplated by clause (ciii); provided, that the aggregate number of shares of Stock that the Company may sell or issue or agree to sell or issue pursuant to clause (iii) shall not exceed 5.0 10% of the total number of shares of Stock issued and outstanding immediately following the completion offering of the transactions Shares contemplated by this agreementAgreement plus the shares reserved for issuance under the Company Stock Plans and provided, further, that in the case of clause (iii) each recipient of such securities during the Restricted Period shall enter into a lock-up agreement with the Underwriters. If X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, in their sole discretion, agree to release or waive the restrictions set forth in this Section 4(h), X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC shall provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, and (y) the recipient of any such shares of Stock and securities issued pursuant Company agrees to this clause (c) during announce the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement impending release or waiver by a press release substantially in the form of Exhibit A C hereto prior to such issuancethrough a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs or performance share awards (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (cii) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs, performance share awards or other equity awards and the total number issuance of shares of Stock issued or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the issuance of up to 5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the completion Closing Date, in one or more acquisitions of businesses, products or technologies, joint ventures, commercial relationships or other strategic corporate transactions, provided that such recipients enter into a lock-up agreement with the transactions contemplated by this agreementUnderwriters; or (iv) the adoption of a new equity incentive plan, and filing of a registration statement on Form S-8 under the Securities Act to register the offer and sale of securities to be issued pursuant to such new equity incentive plan, and issue securities pursuant to such new equity incentive plan (y) including, without limitation, the recipient issuance of any such shares of Common Stock and upon the exercise of options or other securities issued pursuant to such new equity incentive plan), provided that (1) such new equity incentive plan satisfies the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act and (2) this clause (civ) shall not be available unless each recipient of shares of Common Stock, or securities exchangeable or exercisable for or convertible into Common Stock, pursuant to such new equity incentive plan shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such shares or securities during the 90-day restricted period referred to in this section shall execute and deliver to remainder of the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuanceRestricted Period.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (aA) the Shares to be sold hereunder, (bB) any Shares of stock of the Company issued upon the exercise of warrants described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of stock of the Company issued upon the conversion of convertible preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Underwriting Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the filing of a Registration Statement on Form S-8 relating to the shares of Stock granted pursuant to or reserved for issuance under the Company Stock Plans described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (E) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans and (F) the issuance of equity based awards under the Company Stock Plans. If the Representatives, in their sole discretion, agree to release or (cwaive the restrictions set forth in a lock-up letter described in Section 6(l) shares of Stock hereof for an officer or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion director of the equity of another entity, provided that (x) Company and provide the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall not exceed 5.0 % Company with notice of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement impending release or waiver substantially in the form of Exhibit A B hereto prior at least three business days before the effective date of the release or waiver, the Company agrees to such issuanceannounce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filing, of the foregoing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and BofA Securities, Inc., other than (aA) the Shares to be sold hereunder, (bB) any shares of Stock of the Company issued upon the exercise or settlement (including any “net” or “cashless” exercises of settlements) of options granted under or restricted stock units or the award, if any, of stock options or restricted stock units in the ordinary course of business, in all cases, pursuant to Company Stock PlansPlans that are described in the Registration Statement, Pricing Disclosure Package and Prospectus, (C) the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement and described in the Registration Statement, Pricing Disclosure Package and Prospectus, and in the case of the Company’s convertible notes outstanding as of the date of this Agreement, additional issuances of convertible notes in satisfaction of payment in kind dividends or the conversion thereof, in each case pursuant to the terms of the indenture governing such convertible notes as in effect on the date of this Agreement and as described in the Registration Statement, Pricing Disclosure Package and Prospectus, (D) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to the Company Stock Plans or (cE) shares as required by an existing registration rights agreement of Stock the Company in effect as of the date hereof as described in the Registration Statement, Pricing Disclosure Package and Prospectus; provided that the restrictions described in clause (i) shall not apply to issuance of Securities directly to a seller of a business or other securities convertible into assets as part of the purchase price or exercisable for shares of Stock issued private placements in connection with a joint ventureacquisitions by us; provided, marketing or distribution arrangementfurther, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) any recipient of such shares of Securities will agree to be bound by these restrictions for the remainder of such 90-day period and (y) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued Securities that we may offer pursuant to this clause (c) the foregoing proviso shall not exceed 5.0 10% of the total number of shares of Stock our Securities issued and outstanding immediately following the completion of the transactions offering contemplated by this agreement, and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuanceProspectus.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (a) the Shares to be sold hereunder, (b) grants of awards pursuant to the Company’s equity incentive plans, (c) any shares of Common Stock of the Company issued upon the exercise or vesting of options awards granted in accordance with (b), (d) issuances of securities under Company Stock Plansthe Company’s employee stock purchase plan, or (ce) shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock issued pursuant to this clause (ce) shall not exceed 5.0 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such shares of Common Stock and securities issued pursuant to this clause (ce) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuance.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesUnderwriter, other than (aA) the Shares to be sold hereunderhereunder , (bB) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plansemployee stock option plans existing on the date hereof, or (cC) any shares of Common Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity Company issued upon exercise of another entityany warrants outstanding on the date hereof, provided that (xD) the aggregate number of shares of Stock any employee stock options or securities convertible into or exercisable for Stock restricted stock issued pursuant to this clause employee stock option plans, (cE) shall not exceed 5.0 % any shares of Common Stock of the total number Company issued upon the conversion or exchange of shares of Stock issued and outstanding immediately following convertible notes pursuant to the completion terms of the transactions contemplated by this agreementinstruments governing such securities as in effect on the date hereof, (F) any securities of the Company issued upon the conversion, swap or exchange of convertible notes outstanding as of the date hereof, (G) the filing and effectiveness under the Securities Act of any registration statement (or any supplement or amendment to any previously-filed registration statement) that the Company may be required to file with the Commission pursuant to the rights of any holder of warrants outstanding on the date hereof, and (yH) the recipient filing and effectiveness under the Securities Act of any such shares of Stock and securities issued pursuant registration statement on Form S-8 relating to this clause (c) during inducement grants made by the 90-day restricted period referred to in this section shall execute and deliver Company prior to the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuancedate hereof.

Clear Market. For a period of 90 180 days after the date of the ProspectusProspectus (the “Company Lock-Up Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC, other than (a) the Shares to be sold hereunder, (b) hereunder and any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans; provided, however, that the foregoing restriction shall not apply to: (i) the Shares to be sold hereunder; (ii) the issuance by the Company of shares of Stock, including upon the vesting, exercise or settlement of options or restricted stock units or the conversion of convertible securities or the exchange of exchangeable securities, or (c) options to purchase shares of Stock or the grant of other equity-based awards (including any securities convertible into shares of Stock), in each case pursuant to the Company’s equity plans of the Oak Street Parties that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iii) the entry into an agreement providing for the issuance by the Company of shares of Stock or any security convertible into or exercisable for shares of Stock issued in connection with a joint venturethe acquisition by the Company or any of its subsidiaries of the securities, marketing businesses, property or distribution arrangement, collaboration agreement, intellectual property license agreementother assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or the issuance of any acquisition such securities pursuant to any such agreement; (iv) the entry into any agreement providing for the issuance of assets shares of Stock or not less than a majority any security convertible into or controlling portion exercisable for shares of Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to the Company’s equity-based compensation plans of the equity of another entityOak Street Parties that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any associated employee benefit plan contemplated by clause (iii); or (vi) provided that in the case of clauses (xiii) and (iv), the aggregate number of shares of Stock that the Company may sell or securities convertible into issue or exercisable for Stock issued agree to sell or issue pursuant to this clause (c) such clauses shall not exceed 5.0 exceed, in the aggregate, 10% of the total number of shares of Stock issued and outstanding immediately following the completion Closing Date; provided further that in the case of clause (iv) Stock or other securities issued pursuant to such clause shall be subject to a contractual agreement, substantially in the transactions contemplated by this agreementform of Exhibit D hereto and provided, further, that in the case of clauses (ii) through (iv), (x) the Company shall cause each recipient of such securities to execute and deliver to you, on or prior to the issuance of such securities, a lock-up letter on substantially the same terms as the lock-up letter referred to in Section 6(m) hereof, and (y) the recipient Company shall enter stop transfer instructions with the Company’s transfer agent and registrar on such securities until the expiration of any such shares the Company Lock-Up Period. If X.X. Xxxxxx Securities LLC, in its sole discretion, agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 6(m) hereof for an officer or director of Stock the Company and securities issued pursuant to this clause (c) during provide the 90-day restricted period referred to in this section shall execute and deliver to Company with notice of the Representatives an agreement impending release or waiver substantially in the form of Exhibit A B hereto prior at least three business days before the effective date of the release or waiver (indicating the effective date of such release or waiver in such notice to such issuancethe Company), the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 30 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (cii) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the total number issuance of shares of Stock issued or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s current or former employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the completion Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriters; (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction;or (v) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the transactions contemplated by this agreementCompany pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Stock, provided that (i) such plan does not provide for the transfer of Stock during the Restricted Period and (yii) to the recipient extent a public announcement or filing under the Exchange Act, if any, is required of any or voluntarily made by the Company regarding the establishment of such shares plan, such announcement or filing shall include a statement to the effect that no transfer of Stock and securities issued pursuant to this clause (c) may be made under such plan during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuanceRestricted Period.

Clear Market. For a period of 90 180 days after the date of the ProspectusProspectus (the “Company Lock-Up Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (cii) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the total number issuance of shares of Stock issued or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the issuance of up to 5.0% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the completion Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriters; or (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the transactions contemplated by this agreement, Company and (y) provide the recipient Company with notice of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement impending release or waiver substantially in the form of Exhibit A B hereto prior at least three business days before the effective date of the release or waiver, the Company agrees to such issuanceannounce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 30 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesUnderwriter, other than (a) the Shares to be sold hereunder, (b) the grant by the Company of awards under Company Stock Plans described in the Registration Statement, Pricing Disclosure Package and Prospectus, (c) any shares of Stock of the Company issued upon the exercise of options or settlement of awards granted under Company Stock PlansPlans described in the Registration Statement, Pricing Disclosure Package and Prospectus, (d) the filing of any registration statement on Form S-8 in connection with Company Stock Plans described in or contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ce) shares the entry into an agreement providing for the issuance of Stock or other any securities convertible into or exercisable or exchangeable for shares Stock, and the issuance of Stock issued any such securities pursuant to such an agreement, in connection with a joint venture(i) the acquisition by the Company or any of its subsidiaries of the securities, marketing business, property or distribution arrangementother assets of another person or entity, collaboration agreement, intellectual property license agreementincluding pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or (ii) joint ventures, commercial relationships or other strategic transactions, and the issuance of any acquisition of assets or not less than a majority or controlling portion of the equity of another entitysuch securities pursuant to any such agreement, provided that (x) the aggregate number of shares of Stock issued or securities convertible into or exercisable for Stock issued issuable pursuant to this clause (ce) shall does not exceed 5.0 10% of the total number of shares of Stock issued and outstanding immediately following after the completion offering of the transactions contemplated by Shares pursuant to this agreement, Agreement and (y) the prior to such issuance each recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an Underwriter a “lock-up” agreement substantially in the form of Exhibit A hereto prior to such issuancehereto.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX. X. Xxxxxx Securities LLC and Xxxxx Xxxxxxx & Co., other than (aA) the Shares to be sold hereunder, (bB) the issuance of equity awards under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) the issuance of any shares of Stock of the Company issued upon the exercise or vesting of options equity awards granted under Company Stock PlansPlans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (cD) shares the issuances of Stock or other securities upon exercise of warrants or convertible into or exercisable other securities outstanding on the date hereof pursuant to the terms thereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If X.X. Xxxxxx Securities LLC and Xxxxx Xxxxxxx & Co., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(m) hereof for shares of Stock issued in connection with a joint venture, marketing an officer or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion director of the equity of another entity, provided that (x) Company and provide the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall not exceed 5.0 % Company with notice of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement impending release or waiver substantially in the form of Exhibit A B hereto prior at least three business days before the effective date of the release or waiver, the Company agrees to such issuanceannounce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. (i) For a period of 90 180 days after the date of the Prospectus, the Company will not (iA) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock common stock or any securities convertible into or exercisable or exchangeable for Stockcommon stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (iiB) enter into any swap or other agreement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Stock common stock or any such other securities, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of Stock common stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than X. X. Xxxxxx Securities LLC and UBS Securities LLC. The restrictions contained in the preceding paragraph shall not apply to (ai) the Shares shares of Common Stock in the form of ADSs to be sold hereunder, pursuant to the Underwriting Agreement; (bii) any the shares of Common Stock to be sold in the Chilean Offering or pursuant to the Preemptive Rights Offering; (iii) issuances of grants of employee stock options or equity awards pursuant to the terms of a Company plan in effect on the date hereof or issuances of securities pursuant to the exercise of such options or the exercise of any other employee stock options outstanding on the date hereof; (iv) the issuance by the Company issued of securities upon the exercise of options granted under Company Stock Plans, an option or warrant of the conversion a security outstanding on the date hereof of which the Underwriters have been advised in writing; or (cv) shares the entry into an agreement providing for the issuance of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venturean acquisition, marketing merger or distribution arrangement, collaboration agreement, intellectual property license agreement, similar transaction by the Company or any acquisition of assets its subsidiaries, and the issuance of such securities pursuant to any such agreement or not less than a majority pursuant to an employee benefit plan assumed by the Company or controlling portion any of its subsidiaries in connection with such transaction; provided that, in the equity case of another entityclause (v), provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall in all such transactions does not exceed 5.0 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, transaction and (y) the recipient of prior to any such shares of Stock and issuance the Company shall cause any such securities issued pursuant thereto to this clause be subject to transfer restrictions substantially similar to those contained in Exhibits E and F hereto. Notwithstanding the foregoing, if (c1) during the 90last 17 days of the 180-day restricted period referred to in this section shall execute and deliver period, the Company issues an earnings release or material news or a material event relating to the Representatives an agreement substantially in the form of Exhibit A hereto Company occurs; or (2) prior to such issuancethe expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 [●] days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i‎(i) or (ii‎(ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesUnderwriter, other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (bi) any the issuance of shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in connection with a joint ventureeach case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, marketing or distribution arrangementstock awards, collaboration agreementrestricted stock, intellectual property license agreementRSUs, or any acquisition of assets or not less than a majority or controlling portion of other equity awards and the equity of another entity, provided that (x) the aggregate number issuance of shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock issued (whether upon the exercise of stock options or otherwise) pursuant to this clause the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus; (ciii) shall not exceed 5.0 the issuance of up to [●]% of the total number of outstanding shares of Stock issued and outstanding Common Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Common Stock, immediately following the completion of Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the transactions contemplated by this agreement, and Underwriter; or (yiv) the recipient filing of any such shares of Stock and registration statement on Form S-8 relating to securities issued granted or to be granted pursuant to any plan in effect on the date of this clause (c) during the 90-day restricted period referred to in this section shall execute Agreement and deliver to the Representatives an agreement substantially described in the form of Exhibit A hereto prior Prospectus or any assumed benefit plan pursuant to such issuancean acquisition or similar strategic transaction.

Clear Market. For a period of 90 60 days after the date of the ProspectusProspectus (the “Company Lock-Up Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock, or any options, rights or warrants to purchase any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or that represent the right to receive, Common Stock, including limited liability company interests in the New LLC convertible or exercisable or exchangeable for or that represent the right to receive Common Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing (other than filings on Form S-8 relating to the Company Stock Plans), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesUnderwriter, other than (ai) the Shares to be sold hereunder, (bii) any shares Common Stock, options, restricted stock units (“RSUs”) or other awards described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as those plans are in effect on the date of Stock of this Agreement or the Company issued upon the exercise of options granted under Company Stock PlansClosing Date, as applicable, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number sale of shares of Common Stock for the purpose of satisfying any actual or securities convertible into estimated withholding taxes (including estimated taxes) as a result of such options or exercisable for Stock issued pursuant vesting of such RSUs or other equity awards under such equity incentive plans referenced in the Registration Statement, the Pricing Disclosure Package or the Prospectus; (iii) the issuance of up to this clause (c) shall not exceed 5.0 10% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreementClosing Date, and (y) the recipient of any in acquisitions or other similar strategic transactions, provided such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an recipients enter into a lockup agreement substantially in the form of Exhibit A hereto prior to the extent such issuancerecipients receive shares representing more than 1% of the outstanding Class A common stock and (iv) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as described in the Registration Statement, Pricing Disclosure Package or the Prospectus.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (aA) the Shares to be sold hereunder, (bB) any grants of options, shares of Stock and other awards to purchase shares of Stock issued under the Company issued Stock Plans or issuances of shares of Stock upon the exercise of options or other awards granted under the Company Stock Plans, (C) the filing by the Company of any registration statement on Form S 8 (or any successor form) or the filing by the Company of any registration statement that is required pursuant to a registration rights agreement in effect on the date hereof and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (cD) issuances of capital stock upon exercise of any options or warrants or the conversion of shares of Convertible Preferred Stock in each case that are outstanding on the date of this Agreement or permitted to be issued pursuant to this Section 5(h), (E) shares of Stock or other securities convertible into or exercisable for shares capital stock of Stock the Company issued in connection with any acquisitions, strategic investments or any other transaction that includes a bona fide commercial relationship with the Company (including joint ventureventures, marketing or distribution arrangementarrangements, collaboration agreement, agreements or intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entityagreements), provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (cE) during the 180-day restricted period shall not exceed 5.0 10% of the total number of shares of Stock issued and outstanding immediately following on the completion of Closing Date and provided further, that in the transactions contemplated by this agreement, and (y) the recipient case of any such issuance of shares of Stock and securities issued capital stock pursuant to this clause (cE) during the 90-day restricted period referred to in this section any recipient of shares of capital stock shall execute have executed and deliver delivered to the Representatives an agreement substantially a lock-up letter in the form of Exhibit A hereto hereto, and (F) the registration under the Securities Act of any securities referenced in clause (B). Notwithstanding the foregoing, if (1) during the last 17 days of the 180 day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to such issuancethe expiration of the 180 day restricted period, the Company announces that it will release earnings results during the 16 day period beginning on the last day of the 180 day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, securities (whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise), without the prior written consent of the Representatives, other than (aA) the Shares to be sold hereunder, (bB) any Shares of stock of the Company issued upon the exercise of warrants described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any Shares of stock of the Company issued upon the conversion of convertible preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Underwriting Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the filing of a Registration Statement on Form S-8 relating to the shares of Stock granted pursuant to or reserved for issuance under the Company Stock Plans described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (E) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (cF) the issuance of equity-based awards under the Company Stock Plans, and (G) shares of Stock to Los Angeles Biomedical Research Institute at Harbor/UCLA Medical Center (“LA Biomed”) or other securities convertible into or exercisable for shares of Stock issued its designees in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property the satisfaction of obligations under the Company’s existing license agreement, or any acquisition of assets or not less than a majority or controlling portion agreement with LA Biomed; provided that the aggregate value of the equity of another entity, provided that shares issued under this subsection (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (cG) shall not exceed 5.0 % $3,000,000 on the date of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreementissuance, and (y) the recipient of any provided further that prior to such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section issuance LA Biomed shall execute and deliver to the Representatives an a Lock-Up agreement substantially in the form of Exhibit A hereto A. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to such issuancethe expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (aA) the Shares to be sold hereunder, (bB) any shares of Stock of the Company issued upon the exercise (including net exercise) of options an option, the settlement of restricted stock units (including net settlement) or the conversion of a security outstanding on the date hereof; provided that such option, restricted stock unit or security is granted under a Company Stock PlansPlan that is described in the Registration Statement, Pricing Disclosure Package and Prospectus, (C) the issuance by the Company of options, restricted stock units or other convertible securities (cincluding the Class A Common Stock issued upon the settlement or exercise thereof) or the grant by the Company of awards to employees, officers, directors, advisors or consultants of the Company pursuant to a Company Stock Plan described in the Registration Statement, Pricing Disclosure Package and Prospectus, (D) the filing by the Company of registration statements on Form S-8 (or equivalent form) with respect to a Company Stock Plan, and (E) the sale or issuance of or entry into an agreement to sell or issue shares of Class A Common Stock or other securities convertible into or exercisable for shares of Stock issued by the Company in connection with a joint ventureventures, marketing commercial relationships, mergers or distribution arrangement, collaboration agreement, intellectual property license agreement, other strategic transactions or any the Company’s acquisition of assets one or not less than a majority more businesses, assets, products or controlling portion of the equity of another entity, technologies or securities; provided that (x) the aggregate number of shares of Class A Common Stock or securities convertible into or exercisable for Class A Common Stock issued (on an as converted or as exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause subclause (cE) shall does not exceed 5.0 5% of the total number of shares of Class A Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreementoffering; and provided, and (y) the recipient further, that all such recipients of any such shares of Class A Common Stock and securities issued pursuant to this clause subclause (cE) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement Representatives, on or prior to such issuance, a “lock-up agreement,” substantially in the form of Exhibit A hereto prior to such issuanceD hereto.

Clear Market. For a period of 90 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (a) the Shares to be sold hereunder, (b) hereunder and any shares of Stock of the Company granted under or issued upon the exercise of options granted under Company Stock Plans, or . The restrictions described above do not apply to (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities, or the exercise of warrants or options (including net or “cashless” exercise) or the settlement of RSUs (including net or “cashless” settlement), in each case outstanding on the date of this clause Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (cii) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the total number issuance of shares of Stock issued or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants, including contract employees, pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or pursuant to individual award agreements with the Company described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement or inducement award and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (iv) the issuance by the Company of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock in an aggregate amount not to exceed 5% of the Company’s Stock outstanding immediately following the completion issuance of the transactions Underwritten Shares to the Underwriters as contemplated by this agreementAgreement in connection with mergers, acquisitions or strategic transactions with an unaffiliated third party (including, without limitation, joint ventures, marketing or distribution arrangements, collaboration agreements and intellectual property license agreements); provided that in the case of clauses (yi) through (iv) above, Company shall ensure the recipient recipients of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver (if a lock-up agreement has not previously been delivered by such recipient covering such securities) a lock- up agreement in substantially the form of Exhibit D hereto for the remainder of the Restricted Period. If the Representatives, in their sole discretion, agree to release or waive the Representatives restrictions set forth in a lock-up letter described in Section 6(l) hereof for an agreement officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit A B hereto prior at least three business days before the effective date of the release or waiver, the Company agrees to such issuanceannounce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesRepresentative, other than (aA) the Shares to be sold hereunder, (bB) any shares of Stock of the Company issued upon the vesting of equity awards or exercise of options granted under Company Stock PlansPlans or exercise of warrants described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or pursuant to any inducement grants made in accordance with Nasdaq rules, provided that, prior to the grant of any such options or other awards by the Company to a newly appointed director or executive officer pursuant to this clause (cC) during the 90-day restricted period described above each such recipient of such grant or issuance shall have entered into an agreement substantially in the form of Exhibit A hereto, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any inducement grants made in accordance with Nasdaq rules, and (E) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial or lending relationship (including transactions with lenders, joint ventureventures, marketing or distribution arrangementarrangements, collaboration agreement, agreements or intellectual property license agreement, agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (cE) shall not exceed 5.0 % ten percent (10%) of the total number of outstanding shares of Stock issued and outstanding immediately following the completion issuance and sale of the transactions contemplated by this agreement, Underwritten Shares pursuant hereto and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (cE) during the 90-day restricted period referred to in this section described above shall execute and deliver to the Representatives enter into an agreement substantially in the form of Exhibit A hereto prior to such issuancehereto.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (aA) the Shares to be sold hereunder, (bB) any shares of Common Stock of the Company issued upon the exercise of options granted under Company Stock PlansPlans or warrants outstanding as of the date hereof, (C) any options and other awards granted under a Company Stock Plan or shares issued pursuant to an employee stock purchase plan, in each case, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (cD) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan or employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (E) shares of Common Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventureventures, marketing or distribution arrangementarrangements, collaboration agreement, agreements or intellectual property license agreement, agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (cE) shall not exceed 5.0 % five percent (5%) of the total number of outstanding shares of Common Stock issued and outstanding immediately following the completion issuance and sale of the transactions contemplated by this agreement, Underwritten Shares pursuant hereto and (y) the recipient of any such shares of Common Stock and securities issued pursuant to this clause clauses (cB), (C) and (E) during the 90180-day restricted period referred to in this section described above shall execute and deliver to the Representatives enter into an agreement substantially in the form of Exhibit A hereto prior to such issuanceD hereto.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesRepresentative, other than (aA) the issuance of Shares to be sold hereunder, (bB) the offering by the Company of the Convertible Notes in the Concurrent Financing Transaction and any shares of Stock issuable upon conversion of the Company issued upon Convertible Notes and (C) the exercise entrance into and performance of options granted any obligations under Company Stock Plansthe Call Spread Confirmations, or (c) including the issuance of any shares of Stock issuable pursuant to the exercise and settlement or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion termination of the equity of another entity, provided that transactions under the Call Spread Confirmations. The restrictions described above do not apply to (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (cii) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs or other equity awards and the total number issuance of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such or securities convertible into or exercisable or exchangeable for shares of Stock and securities issued (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to this clause (c) during the 90-day restricted period referred to terms of an equity compensation plan in this section shall execute effect as of the Closing Date and deliver to the Representatives an agreement substantially described in the form Prospectus; provided that such recipients enter into a lock-up agreement with the Underwriters; or (iii) the filing of Exhibit A hereto prior any registration statement on Form S-8 relating to such issuancesecurities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 90 60 days after the date of the Prospectusoffering of the Securities, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or any membership interest in Evolent Health, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesXxxxxxx Xxxxx & Co. LLC and Xxxxxxxxxxx & Co. Inc., other than in relation to (aA) the Shares Securities to be sold hereunderhereunder and any Underlying Securities issued upon conversion thereof, (bB) [reserved], (C) any shares of Stock of the Company issued upon the exercise or settlement of options or the vesting of restricted stock units (“RSUs”), performance-based RSUs or leveraged stock units (“LSUs”) granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, ; provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) if the recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90has previously delivered a “lock-day restricted period referred to in this section shall execute and deliver up” agreement to the Representatives an agreement substantially in the form of Exhibit A hereto prior hereto, such shares of Stock will be subject to the terms of such issuancelock-up, (D) the grant by the Company of awards under Company Stock Plans as disclosed in the Time of Sale Information and the Offering Memorandum, (E) [reserved], (F) the filing of a registration statement on Form S-8 (or equivalent form) with the Commission in connection with an employee stock compensation plan or agreement of the Company, which plan or agreement is disclosed in the Time of Sale Information and the Offering Memorandum, (G) the issuance of shares of Stock payable to the extent required pursuant to the earnouts relating to the Company’s acquisition of the Acquired Business, (H) the issuance of, agreement to issue or public disclosure of the intent to issue, shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties 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, (I) the issuance of, agreement to issue or public disclosure of the intent to issue, shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, strategic transactions or other commercial relationships (including issuances to current or prospective customers or partners), or (J) any shares of Class A Common Stock issuable upon conversion of the Company’s 1.50% convertible senior notes due 2025 or the convertible preferred stock of the Company issued in connection with the Acquisition; provided that, in the case of clauses (H) and (I), the aggregate number of shares of Stock issued in all such acquisitions and transactions shall not exceed 10.0% of the issued and outstanding Stock of the Company on the Closing Date and any recipients of such shares shall deliver a “lock-up” agreement to the Representatives substantially in the form of Exhibit A hereto.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than than: (aA) the Shares to be sold hereunder; (B) grants of options, (b) any shares of Common Stock and other awards to purchase or receive shares of Common Stock under the Company issued Stock Plans that are in effect as of or prior to the date hereof and are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or issuances of shares of Common Stock upon the exercise of options or other awards granted under such Company Stock Plans; (C) the registration under the Securities Act of any securities referenced in clause (B), or any other filing by the Company of any registration statement on Form S-8 (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition successor form) or the filing by the Company of assets any registration statement to the extent that the registration statement is required pursuant to a registration rights agreement in effect on the date hereof and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (D) issuances of capital stock upon exercise of any options or not less than a majority warrants or controlling portion of the equity of another entity, provided that (x) the aggregate number conversion of shares of Preferred Stock in each case that are outstanding on the date of this Agreement or securities convertible into or exercisable for Stock permitted to be issued pursuant to this clause (c) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, Section 5(h); and (yE) issuances of Common Stock in satisfaction of accrued dividends on the recipient Preferred Stock outstanding on the date hereof that become due upon the conversion of any such shares of Stock and securities issued pursuant to this clause Preferred Stock. Notwithstanding the foregoing, if (c1) during the 90last 17 days of the 180-day restricted period referred to in this section shall execute and deliver period, the Company issues an earnings release or material news or a material event relating to the Representatives an agreement substantially in the form of Exhibit A hereto Company occurs; or (2) prior to such issuancethe expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company and Carnival plc will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than Underwriter; provided that this Section 4(h) shall not apply to (ai) the Shares to be sold hereunder, (bii) any shares of Common Stock of the Company or Carnival plc issued upon the exercise exercise, conversion, surrender, exchange, delivery or vesting of options granted under Company Stock Plansany stock option, restricted stock unit or other equity awards pursuant to any employee benefit plan or agreement in existence as of the date hereof, (ciii) any shares of Common Stock or other securities convertible into or exercisable for issued upon conversion of the Convertible Notes (as defined in the Pricing Disclosure Package), (iv) the shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Common Stock issued pursuant to this clause the Company’s stock swap program, (cv) shall not exceed 5.0 % of the total number awarding of shares of Common Stock issued and outstanding immediately following or any stock options, restricted stock units or other equity awards under the completion of the transactions contemplated by this agreementCompany or Carnival plc equity plans, and (yvi) the recipient filing of registration statements, including any such shares amendments thereto, with respect to the registration of Stock and securities issued pursuant to this described in clause (ci), (ii) during the 90-day restricted period referred to in and (v) of this section shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuanceproviso.

Clear Market. For a period of 90 45 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock Stock, or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than . The restrictions described above do not apply to (ai) the Shares to be sold hereunder, (bii) any shares Stock issued, transferred, redeemed or exchanged in connection with, or on substantially the same terms as, the Exchange Agreement, provided that the recipients of such Stock or units pursuant to this clause (ii) agree to be bound in writing by an agreement of the Company issued upon same duration and terms as provided in this section and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the exercise of options granted under Company Stock Plans, or (c) shares of Stock Exchange Act or other securities convertible into public announcement shall be required or exercisable for shares of Stock issued shall be made voluntarily in connection with a joint venture, marketing such transfer or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less (other than a majority or controlling portion filing on a Form 5 made after the expiration of the equity of another entityRestricted Period referred to above), provided that (xiii) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (civ) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the total number issuance of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such or securities convertible into or exercisable or exchangeable for shares of Stock and securities issued (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to this clause (c) during the 90terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered a “lock-day restricted period referred to in this section shall execute and deliver to the Representatives an up” agreement substantially in the form of Exhibit A hereto hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities pursuant to the Exchange Agreement) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of up to 35,955 shares of Class B Common Stock to holders of Class B-1 units of the LLC, provided that 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 issuance prior to the expiration of the Restricted Period referred to above; (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such issuanceacquisition; or (viii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vii) and (viii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit A hereto.

Clear Market. For a period Until close of 90 days after business April 15, 2021 (the date of the Prospectus“Company Lock-Up Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC, other than (a) the Shares to be sold hereunder, (b) hereunder and any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans; provided, however, that the foregoing restriction shall not apply to: (i) the Shares to be sold hereunder; (ii) the issuance by the Company of shares of Stock, including upon the vesting, exercise or settlement of options or restricted stock units or the conversion of convertible securities or the exchange of exchangeable securities, or (c) options to purchase shares of Stock or the grant of other equity-based awards (including any securities convertible into shares of Stock), in each case pursuant to the Company’s equity plans of the Company that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iii) the entry into an agreement providing for the issuance by the Company of shares of Stock or any security convertible into or exercisable for shares of Stock issued in connection with a joint venturethe acquisition by the Company or any of its subsidiaries of the securities, marketing businesses, property or distribution arrangement, collaboration agreement, intellectual property license agreementother assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or the issuance of any acquisition such securities pursuant to any such agreement; (iv) the entry into any agreement providing for the issuance of assets shares of Stock or not less than a majority any security convertible into or controlling portion exercisable for shares of Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to the Company’s equity-based compensation plans of the equity of another entityCompany that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any associated employee benefit plan contemplated by clause (iii); or (vi) provided that in the case of clauses (xiii) and (iv), the aggregate number of shares of Stock that the Company may sell or securities convertible into issue or exercisable for Stock issued agree to sell or issue pursuant to this clause (c) such clauses shall not exceed 5.0 exceed, in the aggregate, 10% of the total number of shares of Stock issued and outstanding immediately following the completion Closing Date; provided further that in the case of clause (iv) Stock or other securities issued pursuant to such clause shall be subject to a contractual agreement, substantially in the transactions contemplated by this agreementform of Exhibit B hereto and provided, further, that in the case of clauses (ii) through (iv), (x) the Company shall cause each recipient of such securities to execute and deliver to you, on or prior to the issuance of such securities, a lock-up letter on substantially the same terms as the lock-up letter referred to in Section 8(l) hereof, and (y) the recipient Company shall enter stop transfer instructions with the Company’s transfer agent and registrar on such securities until the expiration of any such shares of Stock and securities issued pursuant to this clause (c) during the 90Company Lock-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuanceUp Period.

Clear Market. For a period of 90 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap swap, hedging, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesJPM and Citi, other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the exercise of warrants or options (including net exercise) or the settlement of restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (cii) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the total number issuance of shares of Stock issued and outstanding immediately following or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the completion exercise of stock options, settlement of RSUs or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the transactions contemplated by this agreementClosing Date and described in the Prospectus, and (y) the provided that each newly appointed director or executive officer that is a recipient of any such shares of Stock and or securities issued pursuant to this clause (c) during the 90Restricted Period shall enter into a lock-day restricted period referred to in this section shall execute and deliver to up agreement with the Representatives an agreement Underwriters substantially in the form of Exhibit A hereto prior hereto; (iii) the issuance of up to 5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions, licenses, collaborations or other similar strategic transactions, provided that such issuancerecipients enter into a lock-up agreement with the Underwriters substantially in the form of Exhibit A hereto; or (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, other than (aA) the Shares to be sold hereunder, (bB) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock PlansPlans or warrants described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided that, prior to the grant of any such options or other awards by the Company pursuant to this clause (cC) during the 180-day restricted period described above each such recipient of such grant or issuance shall have entered into an agreement substantially in the form of Exhibit A hereto, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (E) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventureventures, marketing or distribution arrangementarrangements, collaboration agreement, agreements or intellectual property license agreement, agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (cE) shall not exceed 5.0 % ten percent (10%) of the total number of outstanding shares of Stock issued and outstanding immediately following the completion issuance and sale of the transactions contemplated by this agreement, Underwritten Shares pursuant hereto and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (cE) during the 90180-day restricted period referred to in this section described above shall execute and deliver to the Representatives enter into an agreement substantially in the form of Exhibit A hereto prior to such issuancehereto.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securitiessecurities convertible into or exercisable or exchangeable for Stock, in cash or otherwise, without the prior written consent of the Representatives, other than (aA) the Shares to be sold hereunder, ; (bB) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, Plans as are in existence on the date hereof and described in or incorporated by reference in the Prospectus; (cC) shares of restricted stock and options or awards to purchase shares of Stock issued (whether or not pursuant to a Company Stock Plan) to induce personnel to accept employment with the Company in an aggregate amount not to exceed 2% of the outstanding Common Stock of the Company as of the date hereof; (D) shares of Stock issued or other securities convertible into or exercisable for shares of Stock to be issued in connection with a joint ventureany business combination, marketing acquisition, in-license or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entitystrategic investment, provided that (xy) the aggregate number of such shares of Stock or securities convertible into or exercisable for Stock so issued pursuant to this clause (c) shall not exceed 5.0 5% of the total number of shares of outstanding Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, Company as of the date hereof and (yz) the recipient of each individual or entity to whom any such shares of Stock are issued signs and securities issued pursuant to this clause (c) during the 90delivers a “lock-day restricted period referred to in this section shall execute and deliver to the Representatives an up” agreement substantially in the form of Exhibit A hereto hereto; and (E) the registration under the Securities Act of securities referenced in clauses (B), (C) or (D). Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that the foregoing clause will only be effective if any of the Underwriters is restricted from publishing or otherwise distributing a research report or making a public appearance concerning the Company under NASD Rule 2711(f)(4) by virtue of the last sentence of such issuancerule.

Clear Market. For a period of 90 30 days after the date set forth on the cover of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than Underwriters. The restrictions described above do not apply to (ai) the Shares to be sold hereunder, (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net or cashless exercise) or the settlement of RSUs (including net or cashless settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients who are executive officers and directors enter into or are subject to a lock-up agreement with the Underwriters; (iii) the issuance by the Company of shares of Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Stock in connection with (1) the acquisition by the Company or any of its subsidiaries of the 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 such securities pursuant to any such agreement, or (2) the Company’s joint ventures, commercial relationships and other strategic transactions; (iv) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, entered into by the Company prior to or after the date of this Agreement; (v) any transaction effectuated pursuant to the Company’s stock repurchase program announced on November 7, 2023; or (vi) the filing by the Company of any registration statements on Form S-8 or a successor form thereto relating to securities granted or to be granted pursuant to the Company Stock Plans or any assumed employee benefit contemplated by clause (ciii); provided, that the aggregate number of shares of Stock that the Company may sell or issue or agree to sell or issue pursuant to clause (iii) shall not exceed 5.0 10% of the total number of shares of Stock issued and outstanding immediately following the completion offering of the transactions Shares contemplated by this agreementAgreement plus the shares reserved for issuance under the Company Stock Plans and provided, and further, that in the case of clause (yiii) the each recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90Restricted Period shall enter into a lock-day restricted period referred to in this section shall execute and deliver to up agreement with the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuanceUnderwriters.

Clear Market. For a period of 90 45 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesUnderwriter, other than (a) the Shares to be sold hereunder, (bA) any shares of Common Stock of the Company issued upon in connection with the conversion, exchange or exercise of options options, restricted stock units or other stock based awards granted under Company Stock PlansPlans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (B) any options, restricted stock units or other stock based awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (cC) filings on Form S-8 relating to the Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the grant or issuance of stock options or other securities pursuant to or in connection with any employment contract, benefit plan or similar arrangement, including but not limited to any Company Stock Plan, with or for the benefit of employees, officers, directors or consultants pursuant to plans in effect on the date hereof, as they may be amended from time to time, (E) the issuance of up to 5% of the outstanding shares of Stock or other securities convertible into or exercisable for shares outstanding immediately after the offering of Stock issued the Shares pursuant to this Agreement in connection with (1) the acquisition of, a joint venture, marketing venture with or distribution arrangement, collaboration agreement, intellectual property license agreement, a merger with another company or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x2) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to any employee benefit plan assumed by the Company in connection with such acquisition, joint venture or merger; provided that, in the case of clauses (1) and (2) of this clause (c) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreementE), and (y) the any recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement Underwriter a lock-up letter substantially in the form of Exhibit A hereto prior A, or (F) confidential or non-public submissions to the Commission of any registration statements under the Securities Act; provided that, in the case of this clause (F), no public announcement of such issuanceconfidential or non-public submission shall be made and no public filing with the Commission of a registration statement is permitted.

Clear Market. For a period of 90 45 days after the date of the Prospectusoffering of the Securities, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock Common Shares or any securities convertible into or exercisable or exchangeable for StockCommon Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Common Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Common Shares or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than Representative; provided that (ai) the Shares Company may issue and sell the Securities to be sold hereunderthe Underwriters pursuant to this Agreement, (bii) the Company may issue and sell Common Shares or securities convertible into, or exercisable or exchangeable for, Common Shares pursuant to any shares of Stock employee or director stock option plan, stock ownership plan or distribution reinvestment plan of the Company issued in effect at the Execution Time, (iii) the Company may issue Common Shares issuable upon the conversion of securities or the exercise of options granted under warrants outstanding at the Execution Time, (iv) the Company Stock Plans, may file a registration statement on Form S-3 (but not issue any Common Shares or (c) shares of Stock or other any securities convertible into or exercisable or exchangeable for shares of Stock issued in connection with a joint venture, marketing Common Shares thereunder) or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreementForm S-8, and (yv) subject to prior approval by the recipient Compensation Committee of the Company’s Board of Directors, the Company may issue Common Shares, restricted Common Shares or any such shares of Stock and securities issued convertible into, or exercisable or exchangeable for, Common Shares, pursuant to this clause (c) during the 90Company’s 2007 Share Incentive Plan or the Company’s Non-day restricted period referred to in this section shall execute Employee Directors’ Deferred Compensation and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuanceShare Award Plan.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filing, of the forgoing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, Barclays Capital Inc. and X.X. Xxxxxx Securities LLC other than (a) the Company Shares to be sold hereunder, if any; (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or and delivered pursuant to any Forward Sale Agreement and any Additional Forward Sale Agreement; (c) any grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or other securities convertible into or exercisable or exchangeable for shares of Stock pursuant to any stock incentive plan, employee stock purchase plan or 401(k) plan of the Company in effect at, or the dividend reinvestment plan approved by the Company’s Board of Directors prior to, the Applicable Time (d) shares of Stock the Company may issue upon the settlement of dividend equivalent rights outstanding at the Applicable Time, (e) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction, or (f) the issuance of up to 5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions or pursuant to an employee benefit plan assumed by the Company in connection with such acquisitions or similar transactions or other securities issued in connection with a joint venture, marketing transaction with an unaffiliated third party that includes a debt financing or distribution arrangement, collaboration agreement, intellectual property license agreement, a bona fide commercial relationship or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient such recipients of any such shares of Stock and and/or securities issued pursuant to this clause (cf) during the 9060-day restricted period referred to in this section shall execute and deliver to described above enter into a lock-up agreement with the Representatives an agreement substantially in Underwriters for the form remainder of Exhibit A hereto prior to such issuancethe 60-day restricted period.

Clear Market. For a period of 90 days after the date of the ProspectusProspectus (the “Company Lock-Up Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesRepresentative, other than (a) the Shares to be sold hereunder; provided that, (b) any shares in respect to sales under the Company’s existing at-the-market program, the Company Lock-Up Period shall be the earlier of Stock 30 days after the date of the Company issued upon Prospectus or, if the Underwriters exercise of options granted under Company Stock Planstheir option to purchase the Option Shares in full, or the Additional Closing Date. The restrictions described above do not apply to (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or stock options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (cii) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the total number issuance of shares of Stock issued or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus (including the Company’s 2021 Employee Stock Purchase Plan); (iii) the issuance of up to 5.0% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the completion of the transactions contemplated by this agreementClosing Date, and (y) the recipient of any in acquisitions or other similar strategic transactions, provided that such shares of Stock and securities issued pursuant to this clause (c) during the 90recipients enter into a lock-day restricted period referred to in this section shall execute and deliver to the Representatives an up agreement substantially in the form of Exhibit A hereto prior with the Underwriters; or (iv) the filing of any registration statement on Form S-8 relating to such issuancesecurities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 90 days after the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not (i) offer, pledge, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock Ordinary Shares or ADSs, or any securities convertible into or exercisable or exchangeable for StockOrdinary Shares or ADSs (collectively, the “Lock-Up Securities”), or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap swap, hedge or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Lock-Up Securities, or 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 publicly disclose the intention to make any such other securitiesagreement or transaction, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securitiesLock-Up Securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (ai) the Shares to be sold hereunder; (ii) the issuance of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted share units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (biii) any shares grants of Stock share options, share awards, restricted shares, RSUs, or other equity awards and the issuance of the Company issued Lock-Up Securities (whether upon the exercise of share options granted under Company Stock Plansor otherwise) to the Company’s employees, officers, directors, advisors, or (c) shares consultants pursuant to the terms of Stock or other securities convertible into or exercisable for shares of Stock issued an equity compensation plan in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion effect as of the equity Closing Date and described in the Prospectus; (iv) the facilitation of another entitythe establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares or ADSs of the Company, provided that (xa) such plan does not provide for the transfer of the Lock-Up Securities during the Lock-Up Period and (b) no public announcement or filing under the Exchange Act is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan; (v) the aggregate number filing of shares of Stock any registration statement on Form S-8 relating to securities granted or securities convertible into or exercisable for Stock issued to be granted pursuant to any plan in effect on the date of this clause (c) shall not exceed 5.0 % of Agreement and described in the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; and (yvi) the recipient filing of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver registration statement on Form F-6 relating to the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuanceCompany’s ADSs.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any hedging, swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesJ.X. Xxxxxx Securities LLC, other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (cii) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the total number issuance of shares of Stock issued or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an inducement plan or an equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the completion Closing Date, in acquisitions, strategic transactions of assets or acquisition of equity of another entity or in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements), provided that such recipients enter into a lock-up agreement with the transactions contemplated by this agreement, and Underwriters; or (yiv) the recipient filing of any such shares of Stock and registration statement on Form S-8 relating to securities issued granted or to be granted pursuant to any plan in effect on the date of this clause (c) during the 90-day restricted period referred to in this section shall execute Agreement and deliver to the Representatives an agreement substantially described in the form of Exhibit A hereto prior Prospectus or any assumed benefit plan pursuant to such issuancean acquisition or similar strategic transaction.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with with, or submit to, the Commission a registration statement under the Securities Act (other than registration statements on Form S-8 under the Securities Act relating to, to Lock-Up Securities (as defined below) granted or to be granted pursuant to the terms of any Company Stock Plan or inducement award disclosed in the Pricing Disclosure Package relating to any shares of Stock or any securities convertible into or exercisable or exchangeable for StockStock (“Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesRepresentative, other than (aA) grants of employee stock options, restricted stock units or other equity-based awards pursuant to the terms of any Company Stock Plan or inducement award disclosed in the Pricing Disclosure Package, (B) issuances of Lock-Up Securities pursuant to the exercise of options, vesting of restricted stock units or exercise or vesting of other equity-based awards, in each case granted pursuant to any Company Stock Plan or inducement award disclosed in the Pricing Disclosure Package, (C) the Shares to be sold hereunder, (bD) any shares issuances of Stock of the Company issued upon the exercise of options granted under Company Stock PlansLock-Up Securities or securities exercisable for, or (c) shares of Stock or other securities convertible into or exercisable exchangeable for shares of Stock issued Lock-Up Securities in connection with a any acquisition, collaboration, licensing or other joint venture, marketing venture or distribution arrangement, collaboration agreement, intellectual property license agreement, strategic transaction or any acquisition of assets debt financing transaction involving the Company or not less than a majority or controlling portion of pursuant to an employee benefit plan assumed by the equity of another entity, Company in connection with such transaction; provided that (x) in the aggregate number case of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) D), that such issuances shall not exceed 5.0 be greater than 7.5% of the total number of then outstanding shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such shares of Common Stock and securities issued pursuant the recipients of such Lock-Up Securities agree to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement substantially be bound by a lockup letter in the form of Exhibit A hereto prior executed by directors and officers pursuant to such issuanceSection 6(m) hereof.

Clear Market. For a period of 90 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file or submit with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC, other than (a1) the Shares to be sold hereunder, (b2) any shares of Stock of the Company Shares issued upon the exercise of options and the settlement of restricted stock awards granted under Company Stock Plans, pursuant to the conversion, exercise or exchange of convertible, exercisable or exchangeable securities or pursuant to the payment of any deferred portion of purchase price for the acquisition of any subsidiary of the Company or the release from an escrow associated with such an acquisition, in each case outstanding on the date hereof and as described in the Registration Statement, Pricing Disclosure Package or the Prospectus, provided no public announcement shall be required or shall be made voluntarily during the Restricted Period in connection with the transactions in this clause (c2), (3) the grant by the Company of stock options, restricted stock or other equity-based compensation awards (or the issuance of Shares upon exercise or settlement thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the Company described in the Registration Statement, Pricing Disclosure Package and Prospectus; provided that, prior to the grant of any such stock options, restricted stock or other equity-based awards to any executive officer or director pursuant to this clause (3) that vest within such 60-day period, each such recipient of such grant shall have signed and delivered a lock-up letter substantially in the form attached hereto as Exhibit A, (4) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventureventures, marketing or distribution arrangementarrangements, collaboration agreement, intellectual property license agreementagreements or licensing agreements) or any acquisition of assets of, or any acquisition of assets or not less than a majority or a controlling portion of the equity of of, another entity, provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued during the Restricted Period pursuant to this clause (c4) shall not exceed 5.0 % more than ten percent (10%) of the total number of outstanding shares of Stock issued and outstanding immediately following the completion issuance and sale of the transactions contemplated by Underwritten Shares pursuant to this agreementAgreement and, and (y) except with respect to the recipient acquisitions by the Company announced prior to the date of any this Agreement, the recipients of such shares of Stock and or securities issued pursuant to this clause (c4) during the 90-day restricted period referred to in this section Restricted Period shall execute and deliver to the Representatives enter into an agreement substantially in the form of Exhibit A hereto or are otherwise restricted in trading by securities laws during the Restricted Period, (5) the filing of resale registration statements on Form S-3 or any successor form thereto in respect of the securities registered pursuant to the foregoing clause (4), provided that (x) the aggregate number of shares registered pursuant to these resale registration statements shall not exceed 3,000,000 shares of Common Stock, and (y) such resale registration statements relate to acquisitions announced by the Company prior to such issuancethe date of this Agreement, and (6) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered to the Company’s “employees” (as that term is used in Form S-8) under any employee benefit or equity incentive plans of the Company described in the Registration Statement, Pricing Disclosure Package and Prospectus.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesXxxxxxx, Xxxxx & Co., X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, other than (aA) the Shares to be sold hereunder, (bB) any shares of Stock of the Company issued upon the exercise exercise, vesting or settlement of options options, restricted stock units, stock appreciation rights or other awards granted under or covered by Company Stock Plans or stock-based retirement plans, (C) the grant by the Company of awards under Company Stock PlansPlans disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 (or equivalent form) with the Commission in connection with an employee stock compensation plan or agreement of the Company, which plan or agreement is disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus, and (cE) the issuance of shares of Stock or other securities (including securities convertible into or exercisable for shares of Stock issued Stock) in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, the acquisition by the Company or any acquisition of assets or not less than a majority or controlling portion its subsidiaries of the equity securities, businesses, properties or other assets of another entity, person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided that in the case of clause (x) E), the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall in all such acquisitions and transactions does not exceed 5.0 10% of the total number of shares of Stock issued and outstanding immediately following the completion Stock of the transactions contemplated by this agreement, Company on the Closing Date and (y) the recipient any recipients of any such shares of Stock and securities issued pursuant to this clause (c) during the 90Shares shall deliver a “lock-day restricted period referred to in this section shall execute and deliver up” agreement to the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuancehereto.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating toto (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 Pricing Disclosure Package or an amendment and/or restatement thereof, and registration statements for secondary offerings pursuant to existing contractual registration rights disclosed in the Pricing Disclosure Package), any shares of Stock or any securities convertible into or exercisable or exchangeable for StockStock (“Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesCredit Suisse Securities (USA) LLC, other than (aA) grants of employee stock options or other equity-based awards pursuant to the Shares to be sold hereunderterms of a plan disclosed in the Pricing Disclosure Package or an amendment and/or restatement thereof, (bB) any shares issuances of Stock of the Company issued upon Lock-Up Securities pursuant to the exercise of such options granted under Company Stock Plans, or (c) shares of Stock or other equity-based awards, (C) issuances of Lock-Up Securities pursuant to the exercise of warrants outstanding on the date hereof as disclosed in the Pricing Disclosure Package, (D) the issuance of the Shares and (E) issuances of Lock-Up Securities or securities exercisable for, convertible into or exercisable exchangeable for shares of Stock issued Lock-Up Securities in connection with a any acquisition, collaboration, licensing or other joint venture, marketing venture or distribution arrangement, collaboration agreement, intellectual property license agreement, strategic transaction or any acquisition of assets or not less than a majority or controlling portion of debt financing transaction involving the equity of another entity, Company; provided that (x) in the aggregate number case of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) E), that such issuances shall not exceed 5.0 be greater than 10% of the total number of then outstanding shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such shares of Common Stock and securities issued pursuant the recipients of such Lock-Up Securities agree to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement substantially be bound by a lockup letter in the form of Exhibit A hereto prior executed by directors and officers pursuant to such issuanceSection 6(l) hereof.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (ai) the Shares to be sold hereunder, (bii) any the issuance by the Company of shares of Stock of the Company issued Common stock upon the exercise or settlement of options or restricted stock units or the conversion or exchange of securities outstanding on the date hereof, provided that such options, restricted stock units or securities were granted under pursuant to the Company’s equity plans disclosed in the Preliminary Prospectus, (iii) the issuance by the Company of Common Stock Plansor any securities convertible into, exchangeable for or (c) that represent the right to receive shares of Common Stock, in each case pursuant to the Company’s equity plans disclosed in the Preliminary Prospectus, (iv) the entry into an agreement providing for the issuance by the Company of shares of Common Stock or other securities any security convertible into or exercisable for shares of Common Stock issued in connection with a joint venturethe acquisition by the Company or any of its subsidiaries of the securities, marketing business, property or distribution arrangementother assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, collaboration and the issuance of any such securities pursuant to any such agreement, intellectual property license agreement, (v) the entry into any agreement providing for the issuance of shares of Common Stock or any acquisition security convertible into or exercisable for shares of assets Common Stock in connection with joint ventures, commercial relationships or not less than a majority or controlling portion other strategic transactions, and the issuance of the equity of another entity, any such securities pursuant to any such agreement; provided that in the case of clauses (xiv) and (v), the aggregate number of shares of Common Stock that the Company may sell or securities convertible into issue or exercisable for Stock issued agree to sell or issue pursuant to this clause clauses (civ) and (v) shall not exceed 5.0 10% of the total number of shares of the Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreementAgreement; and provided further that in the case of clauses (ii) through (v) the Company shall (x) cause each recipient of such securities to execute and deliver to you, on or prior to the issuance of such securities, a lock-up agreement on substantially the same terms as the “lock-up” agreements referenced in section 8(l) hereof for the remainder of the Company’s 180-day period and (y) enter stop transfer instructions for the recipient Company’s transfer agent and registrar on such securities, which the Company agrees it will not waiver or amend without the prior written consent of any such shares the Representatives. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(l) hereof for an officer or director of Stock the Company and securities issued pursuant provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to this clause (c) during announce the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement impending release or waiver by a press release substantially in the form of Exhibit A C hereto prior to such issuancethrough a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any ordinary shares of Stock or any securities convertible into or exercisable or exchangeable for Stockordinary shares, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock ordinary shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock ordinary shares or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC, other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of ordinary shares of Stock or securities convertible into or exercisable for Stock issued ordinary shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (cii) shall grants of share options, share awards, restricted shares, RSUs, or other equity awards and the issuance of ordinary shares or securities convertible into or exercisable or exchangeable for ordinary shares (whether upon the exercise of share options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) the issuance of ordinary shares in connection with the acquisition of Origin Inc.; (v) the issuance of ordinary shares in connection with the future acquisitions by the 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; or (vi) the issuance of ordinary shares in connection with joint ventures, commercial relationships, or other strategic transactions; provided that (a) in the case of clauses (v) and (vi), the aggregate number of shares issued in all such acquisitions and transactions does not exceed 5.0 10% of the total number of shares of Stock issued and Company’s outstanding immediately Ordinary Shares following the completion offering of the transactions contemplated by this agreementOffered Shares, and (yb) prior to any issuance the Company shall cause each recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an X.X. Xxxxxx Securities LLC a lock-up agreement substantially in the form of Exhibit A hereto prior agreement delivered pursuant to such issuanceSection 6(m) hereof.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesXxxxxxxxx LLC and Guggenheim Securities, LLC other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (bi) any shares the issuance of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement or described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan or employee stock purchase plan in effect as of the Closing Date and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect as of the Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) shares of Stock to The Broad Institute and the President and Fellows of Harvard College pursuant to the Company’s Cas9 License Agreement; (v) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventureventures, marketing or distribution arrangementarrangements, collaboration agreement, agreements or intellectual property license agreement, agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (cv) shall not exceed 5.0 % five percent (5%) of the total number of outstanding shares of Stock issued and outstanding immediately following the completion issuance and sale of the transactions contemplated by this agreement, Shares pursuant hereto and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (cv) during the 9060-day restricted period referred to in this section described above shall execute and deliver to the Representatives enter into an agreement substantially in the form of Exhibit A hereto prior for the remainder of the 60 day lock-up period; (vi) the issuance by the Company of shares of Common Stock in connection with sales under an “at-the-market” equity offering program pursuant to such issuancean Open Market Sale AgreementSM (the “Sale Agreement”) between the Company and Xxxxxxxxx LLC dated as of July 1, 2022, provided no sales shall be made under the Sale Agreement until the earlier of (x) the exercise in full by the Underwriters of their option to purchase the Option Shares or (y) the thirtieth day following the date of the Prospectus; or (vii) the issuance and sale by the Company in a private placement concurrently with the offering of the Underwritten Shares contemplated hereby to Xxx Xxxxx and Company at the same price as the public offering price as the Underwritten Shares.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, submit or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (aA) the Shares to be sold hereunder, (bB) any shares of Stock of the Company issued upon the exercise or settlement of options granted under Company Stock Plans, (C) the grant by the Company of awards under Company Stock Plans as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the filing of a registration statement on Form S-8 (or equivalent form) in connection with an employee stock compensation plan or agreement of the Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the issuance of share of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition, or (cF) the issuance of shares of Stock or other securities (including securities convertible into or exercisable for shares of Stock issued Stock) in connection with a joint ventureventures, marketing commercial relationships or distribution arrangementother strategic transactions; provided that, collaboration agreementin the case of clauses (E) and (F), intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall in all such acquisitions and transactions does not exceed 5.0 5% of the total number outstanding Stock of shares of Stock issued and outstanding immediately the Company following the completion offering of the transactions contemplated by this agreement, Shares and (y) the recipient any recipients of any such shares of Stock and securities issued pursuant to this clause (c) during the 90Shares shall deliver a “lock-day restricted period referred to in this section shall execute and deliver to the Representatives an up” agreement substantially in the form of Exhibit A D. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto prior at least three business days before the effective date of the release or waiver, the Company agrees to such issuanceannounce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for StockOrdinary Shares, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock Ordinary Shares or securities convertible into or exercisable for Stock issued Ordinary Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of share options, share awards, restricted shares, RSUs, or other equity awards and the issuance of Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares (whether upon the exercise of share options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) the public filing of any registration statement on Form F-1 relating to the registration for resale of any Ordinary Shares by any shareholder of the Company that previously executed and delivered a lock-up agreement, substantially in the form of Exhibit D hereto, that have been, by the terms of such agreement released from such agreement; (v) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares, provided that (a) such plan does not provide for the transfer of Ordinary Shares during the Restricted Period (or such earlier time as the terms of such shareholder’s, director’s or officer’s lock-up agreement provide) and (b) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Ordinary Shares may be made under such plan during the Restricted Period; and (vi) Ordinary Shares or any securities convertible into, or exercisable or exchangeable for, Ordinary Shares, or the entrance into an agreement to issue Ordinary Shares or any securities convertible into, or exercisable or exchangeable for, Ordinary Shares, in connection with any merger, joint venture, strategic alliances, commercial or other collaborative transaction or the acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided that the aggregate number of Ordinary Shares or any securities convertible into, or exercisable or exchangeable for, Ordinary Shares that the Company may issue or agree to issue pursuant to this clause (cvi) shall not exceed 5.0 10% of the total number outstanding share capital of shares of Stock issued and outstanding the Company immediately following the completion issuance of the transactions contemplated by this agreementShares; and provided further, and (y) that the recipient recipients of any such shares of Stock Ordinary Shares and securities issued pursuant to this clause (cvi) during the 90180-day restricted period referred to in this section described above shall execute and deliver to the Representatives enter into an agreement substantially in the form of Exhibit A attached hereto on or prior to such issuance. If X.X. Xxxxxx Securities LLC and one of Canaccord Genuity LLC or Citigroup Global Markets, Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 4(h) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offerof the foregoing, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesJ.X. Xxxxxx Securities LLC, other than (a) the Shares to be sold hereunder, hereunder or (biii) any issue and sell shares of Stock of pursuant to the Company issued upon At Market Issuance Sales Agreement, among the exercise of options granted under Company Stock PlansCompany, or Jxxxxxxxx LLC, Cantor Fxxxxxxxxx & Co. and B. Xxxxx Securities, Inc. (c) formerly B. Xxxxx FBR, Inc.), dated March 20, 2020, and the related prospectus supplement; provided that no such shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion may be sold during the period commencing on and including the date hereof and continuing through and including the 30th day following the date of the equity of another entity, provided that Prospectus. The restrictions described above do not apply to (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (cii) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the total number issuance of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such or securities convertible into or exercisable or exchangeable for shares of Stock and securities issued (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to this clause (c) during the 90-day restricted period referred to terms of an equity compensation plan in this section shall execute effect as of the Closing Date and deliver to the Representatives an agreement substantially described in the form Prospectus; provided that such recipients enter into a lock-up agreement with the Underwriters; or (iii) the filing of Exhibit A hereto prior any registration statement on Form S-8 relating to such issuancesecurities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 90 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC, other than (a1) the Shares to be sold hereunderhereunder and the Conversion Shares, (b2) shares of Common Stock issued in the Company’s concurrent offering (as described in the Pricing Disclosure Package), (3) options, units and other equity awards, and any shares of Common Stock of the Company issued upon the exercise of such options or conversion of units or other equity awards, granted under stock-based compensation plans of the Company and its subsidiaries, (4) the entrance into an agreement providing for the issuance of, and the issuance thereunder, of Common Stock Plans, (or (c) shares of Stock or other securities convertible into or exercisable exchangeable for shares of Stock Common Stock) issued in connection with (i) the bona fide strategic acquisition of securities, assets, property, a technology or a business, (ii) pursuant to an employee benefit program assumed by the Company in connection with such acquisition or (iii) the establishment of a commercial relationship, strategic partnership or collaboration (including a joint venture); provided, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, that the recipient(s) of such Common Stock or any acquisition securities convertible into or exchangeable for Common Stock shall have executed and delivered to the Representatives a lock-up agreement substantially in the form of assets or not less than a majority or controlling portion of the equity of another entity, provided Exhibit A hereto and that (x) the aggregate number of shares of Common Stock the Company may sell or securities convertible into issue or exercisable for Stock issued agree to sell or issue pursuant to this clause (c4) shall not exceed 5.0 10% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreementAgreement, (5) any registration statement on Form S-8 under the Securities Act or any amendments thereto, and (y6) the recipient establishment of any such shares of Stock and securities issued a trading plan pursuant to this clause Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that (ci) such plan does not provide for the transfer of Common Stock during the 90-day restricted period referred to in this section shall execute Restricted Period and deliver (ii) to the Representatives an agreement substantially in extent a public announcement or filing under the form Exchange Act, if any, is required of Exhibit A hereto prior 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 issuanceplan during the Restricted Period.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company Partnership will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement (other than any registration statement on Form S-8 to register Common Units issued or available for future grant under the Carlyle Group Equity Incentive Plan as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the “Carlyle Group Equity Incentive Plan”)) under the Securities Act relating to, any shares of Stock Common Units or any securities convertible into or exercisable or exchangeable for StockCommon Units, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Common Units or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Common Units or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (ai) the Shares Units to be sold hereunder, (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xii) the aggregate number issuance of shares of Stock Common Units or securities convertible into or exercisable or exchangeable for Stock issued upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of the Prospectus of which the Underwriters have been advised in writing, (iii) the issuance of Common Units or securities convertible into or exercisable or exchangeable for Common Units pursuant to the Carlyle Group Equity Incentive Plan, (iv) the sale of Common Units pursuant to the “cashless” exercise at expiration of options granted pursuant to the Carlyle Group Equity Incentive Plan (the term “cashless” exercise being intended to include the sale of a portion of the option Common Units or previously owned Common Units to the Partnership or in the open market to cover payment of the exercise price), (v) the sale of Common Units in respect of tax withholding payments due upon the exercise of options or the vesting of restricted unit grants pursuant to the Carlyle Group Equity Incentive Plan, and (vi) the issuance of up to five percent of the Common Units outstanding after this offering (assuming all Carlyle Holdings Partnership Units have been exchanged for Common Units), or securities convertible into or exercisable or exchangeable for Common Units in connection with mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions; provided that, the acquiree of any such Common Units or securities convertible into or exercisable or exchangeable for Common Units pursuant to this clause (cvi) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives enters into an agreement substantially in the form of Exhibit A hereto with respect to such Common Units or securities convertible into or exercisable or exchangeable for Common Units. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (2) prior to such issuancethe expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Partnership shall promptly notify the Representatives of any earnings release, material news or material event that may give rise to an extension of the initial 180-day restricted period. For a period of 180 days after the date of the Prospectus, no Carlyle Entity will waive, modify or amend any transfer restrictions (including lock-up provisions) relating to any Carlyle Holdings Partnership Units or Common Units contained in any agreements with holders thereof, without the written consent of the Representatives. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the General Partner and provide the Partnership with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Partnership agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for StockOrdinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesRepresentative, other than (aA) the Shares to be sold hereunder, (bB) any shares of Stock Ordinary Shares of the Company issued upon the conversion of the outstanding convertible preferred shares of the Company into Ordinary Shares in connection with the transactions contemplated by this Agreement or the exercise of options granted under Company Stock PlansShare Plans or warrants described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any options and other awards granted under Company Share Plans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided that the Company shall cause each recipient of such grant to execute and deliver to the Representative a lock-up agreement substantially in the form of Exhibit A hereto prior to such grant if such recipient has not already delivered one, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto and (cE) shares of Stock any Ordinary Shares or other any securities convertible into or exercisable or exchangeable for shares of Stock Ordinary Shares issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, strategic alliance, partnership, equipment leasing arrangement or intellectual property license agreement, agreement or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock Ordinary Shares or securities convertible into or exercisable for Stock Ordinary Shares issued pursuant to this clause (cE) shall not exceed 5.0 5.0% of the total number of shares of Stock Ordinary Shares issued and outstanding immediately following the completion of the transactions contemplated by this agreement, Agreement and (y) the recipient of any such shares of Stock Ordinary Shares and securities issued pursuant to this clause (cE) during the 90180-day restricted period referred to in this section described above shall execute and deliver to the Representatives an Representative a lock-up agreement substantially in the form of Exhibit A hereto prior to such issuance. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 8(p) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, make any short sale or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock, or any options, rights or warrants to purchase any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or that represent the right to receive, Common Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for or that represent the right to receive Common Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing (other than filings on Form S-8 relating to the Company Stock Plans), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and BofA Securities, Inc., other than (a1) the Shares to be sold hereunder, (b2) any shares of Stock Common Stock, options or other awards issued pursuant to the equity incentive plans of the Company issued upon BRP Parties referenced in the exercise of options granted under Company Registration Statement, the Pricing Disclosure Package and the Prospectus and (3) Common Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock otherwise issued in connection with the Reorganization Transactions. If X.X. Xxxxxx Securities LLC and BofA Securities, Inc., in their sole discretion, agree to release or waive the restrictions set forth in a joint venture, marketing lock-up letter described in Section 6(l) hereof for an officer or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion director of the equity of another entity, provided that (x) Company and provide the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall not exceed 5.0 % Company with notice of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement impending release or waiver substantially in the form of Exhibit A B hereto prior at least three business days before the effective date of the release or waiver, the Company agrees to such issuanceannounce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company and the LLC will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any LLC Unit or any securities convertible into or exercisable or exchangeable for StockCommon Stock or any LLC Unit (collectively, the “Lock-Up Securities”) (except for a registration statement on Form S-8 to register shares issuable upon exercise of options, or vesting of other equity awards granted pursuant to the terms of a plan in effect on the date of this Agreement), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesLock-Up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securitiesLock-Up Securities, in cash or otherwise, without the prior written consent of the RepresentativesDeutsche Bank Securities Inc. and X.X. Xxxxxx Securities LLC, other than (av) pursuant to the Reorganization Transactions as described in the Pricing Disclosure Package and the Prospectus, (x) the Shares to be sold hereunder, (bw) any shares of Common Stock of the Company issued upon the exercise of options granted under Company Stock Plans, pursuant to the terms of a plan in effect on the date of this agreement or (c) shares in substitution of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion profit units of the equity of another entityLLC outstanding on the date hereof, provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient issuance of any such LLC Units or shares of Common Stock upon exercise of warrants to purchase LLC Units outstanding as of the date hereof and securities issued (z) issuances of shares of Common Stock in exchange for LLC Units pursuant to this clause (cthe terms of that certain exchange agreement, to be dated as of the Closing Date, among the Company, the LLC and the LLC’s existing owners. If Deutsche Bank Securities Inc. and X.X. Xxxxxx Securities LLC, in their sole discretion, agree to release or waive the restrictions set forth in Section 6(a) during or a lock-up letter described in Section 8(m) hereof for an officer or director of the 90-day restricted period referred to in this section shall execute Company and deliver to provide the Representatives an agreement Company with notice of the impending release or waiver substantially in the form of Exhibit A hereto prior at least three business days before the effective date of the release or waiver, the Company agrees to such issuanceannounce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or (iii) file any registration statement (other than on Form S-8 or any successor form thereto with respect to securities issued or issuable under the Company’s equity incentive plans described in the Pricing Disclosure Package) with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than Representative. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) any the issuance by the Company of shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock issued upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Pricing Disclosure Package, (c) the issuance by the Company of shares of Common Stock, options to purchase shares of Common Stock, or restricted stock unit or other equity-based awards that are subject to settlement in shares of Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to the Company’s equity incentive plans described in the Pricing Disclosure Package and Prospectus, provided that, such shares of Common Stock and any shares received upon exercise of options or settlement or vesting of other equity-based awards are subject to the terms of any lock-up agreement signed by the recipient in connection with a the sale of the Shares as contemplated by this Agreement, or (d) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock in connection with the Company’s acquisition of one or more businesses, products, assets or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventureventures, collaboration or licensing agreements, marketing or distribution arrangementarrangements, collaboration agreementcommercial relationships or other strategic transactions; provided, intellectual property license agreementthat, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Common Stock that the Company may sell or securities convertible into issue or exercisable for Stock issued agree to sell or issue pursuant to this clause (cd) shall not exceed 5.0 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, Agreement and (y) provided further that the Company shall cause any executive officer or director who is the recipient of any such shares of Stock and securities issued pursuant to this clause (cd) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement you, on or prior to such issuance, a “lock-up” agreement, substantially in the form of Exhibit A hereto prior to such issuanceAnnex D hereto.

Clear Market. For a period of 90 [●] days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock Stock, or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than Representative. The restrictions described above do not apply to (ai) the Shares to be sold hereunder, (bii) any shares Stock issued, transferred, redeemed or exchanged in connection with, or on substantially the same terms as, the Exchange Agreement, provided that the recipients of such Stock or units pursuant to this clause (ii) agree to be bound in writing by an agreement of the Company issued upon same duration and terms as provided in this section and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the exercise of options granted under Company Stock Plans, or (c) shares of Stock Exchange Act or other securities convertible into public announcement shall be required or exercisable for shares of Stock issued shall be made voluntarily in connection with a joint venture, marketing such transfer or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less (other than a majority or controlling portion filing on a Form 5 made after the expiration of the equity of another entityRestricted Period referred to above), provided that (xiii) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (civ) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the total number issuance of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such or securities convertible into or exercisable or exchangeable for shares of Stock and securities issued (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to this clause (c) during the 90terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered a “lock-day restricted period referred to in this section shall execute and deliver to the Representatives an up” agreement substantially in the form of Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A hereto common stock issued in exchange for such securities pursuant to the Exchange Agreement) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of up to 35,655 shares of Class B Common Stock to holders of Class B-1 units of the LLC, provided that no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such issuance prior to the expiration of the Restricted Period referred to above; (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such issuanceacquisition; or (viii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vii) and (viii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If [●], in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 8(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 ninety (90) days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filingfiling (other than filings on Form S-8 relating to equity incentive plans or employee stock purchase plans that are in existence at the Applicable Time and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Stock Plans”) or Form S-4 relating to acquisitions described in clause (E) below), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesJMP Securities LLC, other than (aA) the Shares to be sold hereunder, (bB) any shares of Stock of the Company issued upon the exercise of options or settlement of restricted stock units granted under the Company Stock Plans, or (cC) any shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity Company issued upon the exercise of another entitywarrants outstanding on the date of the Prospectus, provided that (xD) sales or issuances of shares pursuant to the Company Stock Plans or (E) the aggregate number issuance by the Company of shares of Common Stock or securities convertible into Common Stock in connection with an acquisition or exercisable business combination (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto), so long as the purpose of such issuance is not solely for Stock issued pursuant to this capital raising; provided that, in the case of clause (c) E), that any such issuances shall not exceed 5.0 be greater than 10% of the total number of outstanding shares of Stock issued and outstanding the Company immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuanceClosing Date.

Clear Market. For a period of 90 sixty (60) days after the date of the ProspectusProspectus (the “Company Lock-Up Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesBofA Securities, Inc., other than (a) the Shares to be sold hereunder; provided that, (b) any shares in respect to sales under the Company’s existing at-the-market program, the Company Lock-Up Period shall be the earlier of Stock 30 days after the date of the Company issued upon Prospectus or, if the Underwriters exercise of options granted under Company Stock Planstheir option to purchase the Option Shares in full, or the Additional Closing Date. The restrictions described above do not apply to (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or stock options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (cii) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the total number issuance of shares of Stock issued or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus (including the Company’s 2021 Employee Stock Purchase Plan); (iii) the issuance of up to 5.0% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the completion of the transactions contemplated by this agreementClosing Date, and (y) the recipient of any in acquisitions or other similar strategic transactions, provided that such shares of Stock and securities issued pursuant to this clause (c) during the 90recipients enter into a lock-day restricted period referred to in this section shall execute and deliver to the Representatives an up agreement substantially in the form of Exhibit A hereto prior with the Underwriters; or (iv) the filing of any registration statement on Form S-8 relating to such issuancesecurities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than Representative. The foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (bB) any shares of Common Stock of issued by the Company issued upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Common Stock (or stock-based awards) issued or options to purchase Common Stock granted pursuant to existing employee, director and/or consultant benefit plans of the Company referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or inducement grants made and disclosed pursuant to Nasdaq Rule 5625(c)(4), (D) the filing by the Company of any registration statement on Form S-8 relating to (i) inducement grants made and disclosed pursuant to Nasdaq Rule 5625(c)(4) or (ii) securities granted under any existing employee, director and/or consultant benefit plans of the Company Stock Plansreferred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus. or (cE) shares of Stock securities to be issued to one or other securities convertible into or exercisable for shares of Stock issued more counterparties in connection with the consummation of a strategic partnership, joint venture, marketing collaboration, merger, co-promotion or distribution arrangement, collaboration agreement, intellectual property license agreement, or the acquisition or in-licensing of any acquisition of assets business products or not less than a majority or controlling portion of the equity of another entity, technologies; provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Common Stock issued pursuant to under this clause subsection (cE) shall not exceed 5.0 % five percent (5%) of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by Company outstanding after giving effect to the sale of the Securities under this agreementAgreement, and (y) the provided further that prior to such issuance each recipient of any such shares of Stock and securities issued pursuant to under this clause subsection (cE) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement Representative a Lock-Up Agreement substantially in the form of Exhibit A hereto A. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event except that such issuanceextension will not apply if, (i) the Common Stock is an “actively traded security” (as defined in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), (ii) the Company meets the applicable requirements of Rule 139(a)(1) under the Securities Act in the manner contemplated by FINRA Conduct Rule 2711(f)(4) and (iii) the provisions of FINRA Conduct Rule 2711(f)(4) do not restrict the publication or distribution, by the Representative, of any research reports relating to the Company during the 15 days before or after the last day of the Lock-Up Period (before giving effect to such extension).The Company will provide the Representative with prior notice (in accordance with Section 14 herein) of any such announcement that gives rise to an extension of the Lock-Up Period, subject to the Representative’s agreement to hold such information in confidence prior to public disclosure of the same.

Clear Market. For a period of 90 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesXxxxxxxxx LLC and Xxxxx and Company, LLC, other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of pre-funded warrants, warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (cii) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the total number issuance of shares of Stock issued or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the completion Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriters; (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (v) the filing of a registration statement on Form S-3 registering certain securities of the transactions contemplated by this agreementCompany after the 30-day period day following the date of the Prospectus, and provided that (yi) the recipient no sale of any such shares of Stock and or any securities issued pursuant to this clause (c) convertible into or exercisable or exchangeable for shares of Stock shall be made under such registration statement on Form S-3 during the 90-day restricted period referred Restricted Period and (ii) no prospectus supplement to in this section such registration statement on Form S-3 shall execute and deliver be filed nor any other filing or public announcement of an intent to sell under such registration statement on Form S-3 shall be made during the Restricted Period with respect to the Representatives an agreement substantially in the form offering or proposed offering of Exhibit A hereto prior to such issuanceany shares of Stock or any securities convertible into or exercisable or exchangeable for Stock.

Clear Market. For a period of 90 45 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or file with with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesUnderwriter, other than (aA) the Shares to be sold hereunder, (bB) any shares of Stock of the Company issued upon the exercise (including net exercise) of options an option, the settlement of restricted stock units (including net settlement) or the conversion of a security outstanding on the date hereof; provided that such option, restricted stock unit or security is granted under a Company Stock PlansPlan that is described in the Registration Statement, Pricing Disclosure Package and Prospectus, (C) the issuance by the Company of options, restricted stock units or other convertible securities (cincluding the Class A Common Stock issued upon the settlement or exercise thereof) or the grant by the Company of awards to employees, officers, directors, advisors or consultants of the Company pursuant to a Company Stock Plan described in the Registration Statement, Pricing Disclosure Package and Prospectus, (D) the filing by the Company of registration statements on Form S-8 (or equivalent form) with respect to a Company Stock Plan, and (E) the sale or issuance of or entry into an agreement to sell or issue shares of Class A Common Stock or other securities convertible into or exercisable for shares of Stock issued by the Company in connection with a joint ventureventures, marketing commercial relationships, mergers or distribution arrangement, collaboration agreement, intellectual property license agreement, other strategic transactions or any the Company’s acquisition of assets one or not less than a majority more businesses, assets, products or controlling portion of the equity of another entity, technologies or securities; provided that (x) the aggregate number of shares of Class A Common Stock or securities convertible into or exercisable for Class A Common Stock issued (on an as converted or as exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause subclause (cE) shall does not exceed 5.0 5% of the total number of shares of Class A Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreementoffering; and provided, and (y) the recipient further, that all such recipients of any such shares of Class A Common Stock and securities issued pursuant to this clause subclause (cE) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement Underwriter, on or prior to such issuance, a “lock-up agreement,” substantially in the form of Exhibit A hereto prior to such issuanceD hereto.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (a) the Shares to be sold hereunder, (bA) any shares of Common Stock of the Company issued upon in connection with the conversion, exchange or exercise of options options, restricted stock units or other stock based awards granted under Company Stock PlansPlans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (B) any options, restricted stock units or other stock based awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (cC) filings on Form S-8 relating to the Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the grant or issuance of stock options or other securities pursuant to or in connection with any employment contract, benefit plan or similar arrangement, including but not limited to any Company Stock Plan, with or for the benefit of employees, officers, directors or consultants pursuant to plans in effect on the date hereof, as they may be amended from time to time, (E) the issuance of up to 5% of the outstanding shares of Stock or other securities convertible into or exercisable for shares outstanding immediately after the offering of Stock issued the Shares pursuant to this Agreement in connection with (1) the acquisition of, a joint venture, marketing venture with or distribution arrangement, collaboration agreement, intellectual property license agreement, a merger with another company or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x2) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to any employee benefit plan assumed by the Company in connection with such acquisition, joint venture or merger; provided that, in the case of clauses (1) and (2) of this clause (c) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreementE), and (y) the any recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement a lock-up letter substantially in the form of Exhibit A hereto prior A, or (F) confidential or non-public submissions to the Commission of any registration statements under the Securities Act; provided that, in the case of this clause (F), no public announcement of such issuanceconfidential or non-public submission shall be made and no public filing with the Commission of a registration statement is permitted.

Clear Market. For a period of 90 45 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesDeutsche Bank Securities Inc., other than (a) the Shares to be sold hereunder, (b) any shares of Stock of the Company issued upon the exercise of options granted or the vesting of awards issued under the Company Stock PlansPlans existing on the date hereof, grants of awards to directors and newly hired employees in the ordinary course of business consistent with past practice under the Company Plans existing on the date hereof or pursuant to that certain Amended and Restated Employment Agreement dated August 27, 2009, between Xxxxxxxx X. Xxxxxx and the Company (which shares when issued shall be subject to the terms of the Lockup Agreement, dated as of the date hereof, of Xxxxxxxx X. Xxxxxx) or (c) shares as consideration for the redemption or exchange of Stock or other securities convertible into or exercisable for shares of Stock issued limited liability company interests in connection the Operating Company in accordance with a joint venturethe Limited Liability Company Agreement, marketing or distribution arrangementas amended, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entityOperating Company. Notwithstanding the foregoing, provided that if (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (c1) during the 90last 17 days of the 45-day restricted period referred to in this section shall execute and deliver period, the Company issues an earnings release or material news or a material event relating to the Representatives an agreement substantially in the form of Exhibit A hereto Company occurs; or (2) prior to such issuancethe expiration of the45-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 45-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not, and will not publicly disclose an intention to, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or Class B common stock, par value $0.001 per share of the Company (together with the Stock, the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock, including limited liability company interests in Holdings (“LLC Interests”) convertible into or publicly disclose the intention to make any offer, sale, pledge, disposition exercisable or filingexchangeable for Common Stock, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, regardless of whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (a1) the Shares to be sold hereunder, (b2) any pursuant to the Holdings LLCA and (3) otherwise in connection with the Transactions. The restrictions described above do not apply to (i) the issuance of shares of Stock of the Company issued upon the exercise of options granted under Company Stock PlansStock, or (c) shares of Stock LLC Interests or other securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction or (iv) shares of Stock or other securities issued in connection with any acquisitions, strategic investments or any other transaction that includes a bona fide commercial relationship with the Company or any of its subsidiaries (including joint ventureventures, marketing or distribution arrangementarrangements, collaboration agreement, agreements or intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entityagreements), provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (civ) shall not exceed 5.0 10% of the total number of shares of Stock issued and outstanding immediately following the completion as of the transactions contemplated by this agreement, Closing Date and (y) the each recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement a letter substantially in the form of Exhibit A D hereto. If the Representatives in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto prior at least three business days before the effective date of the release or waiver, the Company agrees to such issuanceannounce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act (other than a Registration Statement on Form S-8) relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC, other than (aA) the Shares to be sold hereunder, (bB) Stock contingently issuable pursuant to acquisition agreements in effect on the date hereof, (C) Stock issued as consideration for acquisitions entered into or announced after the date hereof; provided, that the shares of Stock issued do not represent more than 10% of the Stock outstanding upon completion of the offering pursuant to this Agreement and the recipient of such shares agrees in writing to be bound by an agreement substantially in the form of Exhibit A attached hereto, (D) the grant of Stock Options, restricted stock awards, phantom stock awards and other equity-based incentive awards to the Company’s directors, officers, employees or consultants pursuant to the Company’s stock incentive plans existing on the date hereof and in compliance with the requirements of the Exchange (as defined below) and (E) any shares of Stock of the Company issued upon the exercise of options or other awards or the vesting or other equity-based incentive awards granted under Company Stock Plansthe Company’s stock-based compensation plans existing on the date hereof. Notwithstanding the foregoing, or if (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (c1) during the 90last 17 days of the 180-day restricted period referred to in this section shall execute and deliver period, the Company issues an earnings release or material news or a material event relating to the Representatives Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If X.X. Xxxxxx Securities LLC, in its sole discretion, agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 8[(o)] hereof for an agreement officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, which release or waiver will be substantially in the form of Exhibit A B hereto, except where the release or waiver is effected solely to permit a transfer of shares of Common Stock that is not for consideration and where the transferee has agreed in writing to be bound by the same lock-up agreement terms in place for the transferor; the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto prior to such issuancethrough a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (aA) the Shares Securities to be sold hereunderhereunder and the delivery of Warrant Shares upon exercise of the Warrants, (bB) any shares of Common Stock of the Company issued upon the exercise of options granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or upon the exercise of warrants described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any options and other awards granted under Company Stock PlansPlans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to the shares of Common Stock granted pursuant to or reserved for issuance under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (cE) shares of Common Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a transaction that includes a commercial relationship (including joint ventureventures, marketing or distribution arrangementarrangements, collaboration agreement, agreements or intellectual property license agreement, agreements) or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Common Stock issued pursuant to this clause (cF) shall not exceed 5.0 5.0% of the total number of outstanding shares of Common Stock issued and outstanding immediately following the completion issuance and sale of the transactions contemplated by this agreement, Shares pursuant hereto and (y) the recipient of any such shares of Common Stock and securities issued pursuant to this clause (cE) during the 9060-day restricted period referred to in this section described above shall execute and deliver to the Representatives enter into an agreement substantially in the form of Exhibit A hereto prior to such issuancehereto.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or file with with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap swap, hedging, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesSVB Leerink LLC and Evercore Group L.L.C., other than (aA) the Shares to be sold hereunder, (bB) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock PlansPlans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (cE) any shares of Stock of the Company, or other any securities convertible into or exercisable for or exchangeable for, Common Stock, or the entry into an agreement to issue shares of Stock of the Company, or any securities convertible into or exercisable or exchangeable for, shares of Stock, issued in connection with a any merger, joint venture, marketing strategic alliances, commercial or distribution arrangement, collaboration agreement, intellectual property other collaborative transaction or the acquisition or license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity business, property, technology or other assets of another entityindividual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided, provided however, that (x) the aggregate number of shares of Stock Stock, or any securities convertible into or exercisable or exchangeable for Stock issued Stock, that the Company may issue or agree to issue pursuant to this clause (cE) shall not exceed 5.0 5% of the total number of outstanding shares of Stock issued and outstanding immediately following the completion issuance of the transactions contemplated by this agreementShares pursuant hereto and provided, further, that (i) each newly appointed director or executive officer that is a recipient of any such shares of Stock or securities issued pursuant to clauses (B) or (C) and (yii) the recipient of any such shares of Stock and or securities issued pursuant to this clause (cE) during the 90-day restricted period referred to in this section described above, shall execute and deliver to the Representatives enter into an agreement substantially in the form of Exhibit A hereto prior to such issuancehereto.

Clear Market. For a period of 90 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap swap, hedging, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, X.X. Xxxxxx Securities LLC other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (cii) shall not exceed 5.0 % the issuance of shares of LT10 common stock, par value $0.0001 per share, and LT50 common stock, par value $0.0001 per share, pursuant to the total number Exchange Offer (as defined in the Registration Statement, the Pricing Disclosure Package and the Prospectus), and the issuance of shares of Stock issued or securities convertible into or exercisable for shares of Stock pursuant to the conversion of such securities, provided that any recipients of such securities shall enter into lock-up agreements with the Underwriters; (iii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iv) the issuance of up to 5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the completion of Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the transactions contemplated by this agreement, and Underwriters; or (yv) the recipient filing of any such shares of Stock and registration statement on Form S-8 relating to securities issued granted or to be granted pursuant to any plan in effect on the date of this clause (c) during the 90-day restricted period referred to in this section shall execute Agreement and deliver to the Representatives an agreement substantially described in the form of Exhibit A hereto prior Prospectus or any assumed benefit plan pursuant to such issuancean acquisition or similar strategic transaction.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or (iii) file any registration statement (other than on Form S-8 or any successor form thereto with respect to securities issued or issuable under the Company’s equity incentive plans described in the Pricing Disclosure Package) with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than Representative. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) any the issuance by the Company of shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock issued upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (c) the issuance by the Company of shares of Common Stock, options to purchase shares of Common Stock, or restricted stock unit or other equity-based awards that are subject to settlement in shares of Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to the Company’s equity incentive plans described in each of the Registration Statement, the Pricing Disclosure Package and Prospectus; provided that the Company shall cause any recipient of shares pursuant to clause (c) who is an executive officer or director of the Company to execute and deliver to you, on or prior to such issuance, a “lock-up” agreement, substantially in the form of Annex D hereto, (d) the offer and sale of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to any equity distribution or similar agreement for sales of securities through an “at the market offering” as such term is defined in Rule 415 of the Securities Act, or (e) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock in connection with a the Company’s acquisition of one or more businesses, products, assets or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventureventures, collaboration or licensing agreements, marketing or distribution arrangementarrangements, collaboration agreementcommercial relationships or other strategic transactions; provided, intellectual property license agreementthat, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Common Stock that the Company may sell or securities convertible into issue or exercisable for Stock issued agree to sell or issue pursuant to this clause (ce) shall not exceed 5.0 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, Agreement and (y) provided further that the Company shall cause any recipient of any such shares of Stock and securities issued pursuant to this clause (ce) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement you, on or prior to such issuance, a “lock-up” agreement, substantially in the form of Exhibit A hereto prior to such issuanceAnnex D hereto.

Clear Market. For a period of 90 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock Stock, or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than . The restrictions described above do not apply to (ai) the Shares to be sold hereunder, (bii) any shares Stock issued, transferred, redeemed or exchanged in connection with, or on substantially the same terms as, the Exchange Agreement, provided that the recipients of such Stock or units pursuant to this clause (ii) agree to be bound in writing by an agreement of the Company issued upon same duration and terms as provided in this section and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the exercise of options granted under Company Stock Plans, or (c) shares of Stock Exchange Act or other securities convertible into public announcement shall be required or exercisable for shares of Stock issued shall be made voluntarily in connection with a joint venture, marketing such transfer or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less (other than a majority or controlling portion filing on a Form 5 made after the expiration of the equity of another entityRestricted Period referred to above), provided that (xiii) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (civ) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the total number issuance of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such or securities convertible into or exercisable or exchangeable for shares of Stock and securities issued (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to this clause (c) during the 90terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that if such recipient has previously delivered a “lock-day restricted period referred to in this section shall execute and deliver to the Representatives an up” agreement substantially in the form of Exhibit A hereto hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities pursuant to the Exchange Agreement) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of up to 35,955 shares of Class B Common Stock to holders of Class B-1 units of the LLC, provided that 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 issuance prior to the expiration of the Restricted Period referred to above; (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such issuanceacquisition; or (viii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vii) and (viii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company following the offering of the Shares and any recipients of such Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit A hereto.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives[—], other than (a) the Shares to be sold hereunder, (b) the grant by the Company of awards under Company Stock Plans described in the Registration Statement, Pricing Disclosure Package and Prospectus, (c) any shares of Stock of the Company issued upon the exercise of options or settlement of awards granted under Company Stock PlansPlans described in the Registration Statement, Pricing Disclosure Package and Prospectus, (d) the filing of any registration statement on Form S-8 in connection with Company Stock Plans described in or contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ce) shares the entry into an agreement providing for the issuance of Stock or other any securities convertible into or exercisable or exchangeable for shares Stock, and the issuance of Stock issued any such securities pursuant to such an agreement, in connection with a joint venture(i) the acquisition by the Company or any of its subsidiaries of the securities, marketing business, property or distribution arrangementother assets of another person or entity, collaboration agreement, intellectual property license agreementincluding pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or (ii) joint ventures, commercial relationships or other strategic transactions, and the issuance of any acquisition of assets or not less than a majority or controlling portion of the equity of another entitysuch securities pursuant to any such agreement, provided that (x) the aggregate number of shares of Stock issued or securities convertible into or exercisable for Stock issued issuable pursuant to this clause (ce) shall does not exceed 5.0 10% of the total number of shares of Stock issued and outstanding immediately following after the completion offering of the transactions contemplated by Shares pursuant to this agreement, Agreement and (y) the prior to such issuance each recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the Company must provide the Representatives and each person subject to the 180-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such issuanceannouncement (with a courtesy copy of such notice delivered to Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) and then, upon notice by [—] to the Company prior to the expiration of the 180-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If [—], in their sole discretion, agree to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 8(m) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, or (iii) announce the offering of any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, (iv) submit or file any registration statement under the Securities Act in respect of shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (other than as contemplated by this Agreement with respect to the Shares), (v) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding shares of Stock; or (vi) publicly announce the intention to do any of the foregoing, other than (ax) the Shares to be sold hereunderhereunder (y) the issuance of Stock and Stock-based awards, (b) including restricted Stock, deferred Stock units, restricted Stock units or options to acquire shares of Stock of the Company, granted under existing equity incentive plans or any shares of Stock of the Company issued upon the exercise of options options, deferred Stock units or restricted Stock units granted under Company Stock Plans, existing equity incentive plans or (c) shares of Stock of the Company issued under the Company’s existing employee stock purchase plan disclosed in the Registration Statement, and the filing of one or other securities convertible into or exercisable more registration statements on Form S-8 with the Commission for the registration of such shares of Stock issued in connection with a joint ventureunder the Securities Act, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that and (xz) the aggregate number of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock issued pursuant to this clause (c) shall not exceed 5.0 representing in the aggregate no more than 5% of the total number of Company’s issued and outstanding shares of Stock issued and outstanding immediately following the completion as of the transactions contemplated by date of this Agreement, which may be sold only to collaborators, vendors, manufacturers, distributors, customers or other similar parties pursuant to a collaboration, licensing agreement, and (y) the recipient strategic alliance, manufacturing or distribution arrangement or similar transaction, so long as recipients of any such shares of Stock and securities issued pursuant agree to this clause (c) during the 90be bound by a lock-day restricted period referred to up agreement in this section shall execute and deliver to the Representatives an agreement substantially in the form of attached as Exhibit A hereto prior to such issuancehereto.

Clear Market. For a period of 90 From the date hereof through 75 days after from the date of the ProspectusProspectus (the “Restricted Period”), the Company will not not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Stock, Common Stock or publicly disclose file any registration statement under the intention Securities Act with respect to make any offer, sale, pledge, disposition or filing, of the foregoing or (ii) enter into any 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 the Stock or any such other securitiesCommon Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than . The foregoing sentence shall not apply to (aA) the Shares to be sold hereunder, (bB) any shares of Common Stock of issued by the Company issued upon the exercise of an option or warrant or the settlement of restricted stock units or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock or restricted stock units to be settled in Common Stock granted pursuant to employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company Stock Plansreferred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (cF) shares of Common Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a transaction that includes a commercial relationship (including strategic alliances, commercial lending relationships, joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entityventures and strategic acquisitions), provided that (xi) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (cF) shall not exceed 5.0 7.0% of the total number of outstanding shares of Common Stock issued and outstanding immediately following the completion issuance and sale of the transactions contemplated by this agreement, Shares hereunder and (yii) the recipient of any such shares of Common Stock and or securities issued pursuant to this clause (cF) during the 90-day restricted period referred to in this section Restricted Period shall execute and deliver to the Representatives enter into an agreement substantially in the form of Exhibit A hereto prior to such issuancehereto.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesXxxxxxxxx LLC, other than (aA) the Shares to be sold hereunder, (bB) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, (C) any options and awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided that, prior to the grant of any such options or other awards by the Company pursuant to this clause (cC) during the 180 day restricted period described above, each such recipient of such grant or issuances shall have entered into an agreement substantially in the form of Exhibit A hereto, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, Pricing Disclosure Package and the Prospectus and (E) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventureventures, marketing or distribution arrangementarrangements, collaboration agreement, agreements or intellectual property license agreement, agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (cE) shall not exceed 5.0 % ten percent (10%) of the total number of outstanding shares of Stock issued and outstanding immediately following the completion issuance and sale of the transactions contemplated by this agreement, Underwritten Shares pursuant hereto and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (cE) during the 90-180 day restricted period referred to in this section described above shall execute and deliver to the Representatives enter into an agreement substantially in the form of Exhibit A hereto prior to such issuance.A.

Clear Market. For a period of 90 180 days after the date of the ProspectusProspectus (the “Company Lock-Up Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (cii) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the total number issuance of shares of Stock issued or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the issuance of up to 5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the completion Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriters; or (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the transactions contemplated Company and provide the Company with notice of the impending release or waiver by this agreement, and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement a press release substantially in the form of Exhibit A B hereto prior at least three business days before the effective date of the release or waiver, the Company agrees to such issuanceannounce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period ending on the later of 90 days (A) the close of business on the 60th day after the date set forth on the cover of the ProspectusProspectus and (B) the opening of trading on the date that is the second full trading day immediately following the Company’s public release of earnings for its third quarter ending September 30, 2023 (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than X.X. Xxxxxx Securities LLC. The restrictions described above do not apply to (ai) the Shares to be sold hereunder, (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net or cashless exercise) or the settlement of RSUs (including net or cashless settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients who are executive officers and directors enter into or are subject to a lock-up agreement with the Underwriters; (iii) the issuance by the Company of shares of Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Stock in connection with (1) the acquisition by the Company or any of its subsidiaries of the 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 such securities pursuant to any such agreement, or (2) the Company’s joint ventures, commercial relationships and other strategic transactions; (iv) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan (1) does not provide for the transfer of shares of Stock during the Restricted Period and (2) any public announcement or filing under the Exchange Act made by any person regarding the establishment of such plan during the Restricted Period shall include a statement that the Company is not permitted to transfer, sell or otherwise dispose of securities under such plan during the Restricted Period; (v) any transaction effectuated pursuant to a trading plan pursuant to Rule 10b5-1 that has been entered into by the Company prior to the date of this Agreement, provided that (1) the existence of such trading plan under Rule 10b5-1 was communicated to the Underwriters prior to the execution of this Agreement, (2) such trading plan under Rule 10b5-1 will not be amended or otherwise modified to increase shares scheduled for sale thereunder during the Restricted Period and (3) any public announcement or filings under the Exchange Act made in connection with this clause (cv) shall include an explanatory footnote stating the nature of the transfer; or (vi) the filing by the Company of any registration statements on Form S-8 or a successor form thereto relating to securities granted or to be granted pursuant to the Company Stock Plans or any assumed employee benefit contemplated by clause (iii); provided, that the aggregate number of shares of Stock that the Company may sell or issue or agree to sell or issue pursuant to clause (iii) shall not exceed 5.0 10% of the total number of shares of Stock issued and outstanding immediately following the completion offering of the transactions Shares contemplated by this agreementAgreement plus the shares reserved for issuance under the Company Stock Plans and provided, and further, that in the case of clause (yiii) the each recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90Restricted Period shall enter into a lock-day restricted period referred to in this section shall execute and deliver to up agreement with the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuanceUnderwriters.

Clear Market. For a period The Company will not, without the prior written consent of 90 X.X. Xxxxxx Securities LLC and Deutsche Bank Securities Inc. from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (aA) to the Shares Underwriters pursuant to be sold hereunderthis Agreement, (bB) any shares of Stock of the Company issued upon the exercise of options granted an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof (including, without limitation, the automatic conversion of all outstanding shares of the Company’s preferred stock upon closing of the Offering) as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (D) the establishment of a trading plan pursuant to Rule 10b5-1 under Company Stock Plansthe Exchange Act, provided that such plan does not provide for the transfer of shares of common stock during the 180-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 180-day restricted period, (cE) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a transaction with a third party that includes a bona fide commercial relationship (including joint ventureventures, marketing or distribution arrangementarrangements, collaboration agreement, agreements or intellectual property license agreement, agreements) or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock common stock that the Company may sell or securities convertible into issue or exercisable for Stock issued pursuant agree to this clause (c) sell or issue shall not exceed 5.0 5% of the total number of shares of Stock common stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, Agreement and (y) the each recipient of any such shares of common stock of securities convertible into or exercisable for Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an a lock-up agreement substantially in the form of Exhibit A D hereto, or (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of common stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company and its subsidiaries referred to in clause (C). If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto prior at least three business days before the effective date of the release or waiver, the Company agrees to such issuanceannounce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 45 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, ; pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of each of the Representatives, other than (a) the Shares to be sold hereunder, (b) any shares of Stock of the Company issued upon the exercise of options granted or the vesting and/or delivery of awards issued under the Company Stock PlansPlans existing on the date hereof or grants of awards to directors and newly hired employees in the ordinary course of business consistent with past practice under the Company Plans existing on the date hereof, (c) as consideration for the redemption or exchange of limited liability company interests in the Operating Company in accordance with the Limited Liability Company Agreement, as amended, of the Operating Company, or (cd) shares of Common Stock issuable in connection with the Company’s joint venture arrangement with affiliates of KSL Capital Partners, LLC relating to the JW Marriott Essex House Hotel and the filing of a registration statement and/or a prospectus under the Securities Act with respect to the foregoing issuance, or other securities (e) shares of Common Stock and/or limited liability company interests of the Operating Company convertible into or exercisable for shares of Common Stock issued in connection with a joint venture, marketing one or distribution arrangement, collaboration agreement, intellectual property license agreement, more acquisitions by the Company or any acquisition its subsidiaries of the assets or not less than a majority or controlling portion of the equity capital stock of another person or entity, whether through merger, asset acquisition, stock purchase or otherwise, and the filing of a registration statement and/or a prospectus under the Securities Act relating to the securities issued in connection with any of such transactions, provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Common Stock issued pursuant in such transactions (assuming the conversion to this clause (cshares of Common Stock of all limited liability company interests of the Operating Company issued in connection with all such transactions) shall not exceed 5.0 10% of the total number of Stock and that such shares of Common Stock issued and outstanding immediately following shall be subject to the completion terms of the transactions contemplated lock-up agreement set forth in Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days of the 45-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 45-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 45-day restricted period, the restrictions imposed by this agreementAgreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that no such extension will apply if, within three business days prior to the 15th calendar day prior to the expiration date of the 45-day restricted period, the Company delivers a certificate, signed by the 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 (yii) the recipient Company meets the requirements set forth in paragraph (a)(1) of any such shares of Stock and securities issued pursuant to this clause (c) during Rule 139 promulgated under the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuanceSecurities Act.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement arrangement that transfers, in whole or in part, any of the economic consequences associated with the ownership of ownership any shares of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, in each case without the prior written consent of the RepresentativesRepresentatives on behalf of the Underwriters, other than (aA) the Shares to be sold hereunderhereunder or issued in the Reorganization Transactions, (bB) the issuance by the Company of options to purchase shares of Stock and other equity incentive compensation, including restricted stock or restricted stock units, under stock option or similar plans described in the Prospectus or under stock option or similar plans of companies acquired by the Company in effect on the date of acquisition, (C) any shares of Stock of the Company issued upon the exercise of options granted under such stock option or similar plans described in the Prospectus or under stock option or similar plans of companies acquired by the Company Stock Plansin effect on the date of acquisition, (D) the filing by the Company of any registration statement on Form S-8 with the Commission relating to the offering of securities pursuant to the terms of such stock option or similar plans and (cE) shares the issuance by the Company of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with an acquisition or business combination (including the filing of a joint venture, marketing registration statement on Form S-4 or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entityother appropriate form with respect thereto), provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (cE) during the 180-day restricted period shall not exceed 5.0 10% of the total number of shares of Stock issued and outstanding immediately following on the completion of Closing Date and provided further that, in the transactions contemplated by this agreement, and (y) the recipient case of any such shares of Stock and securities issued issuance pursuant to this clause (cE), any recipient of shares of Stock shall have executed and delivered to the Representatives a lock-up agreement in the form of Exhibit A hereto. Notwithstanding the foregoing, if (1) during the 90last 17 days of the 180-day restricted period referred to in this section shall execute and deliver period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension. If the Representatives, in their sole discretion, agrees to release or waive the restrictions set forth in a lock-up agreement described in Section 6(l) hereof for an agreement officer or director of the Company and provide the Company with notice of the impending release or waiver, substantially in the form of Exhibit A B hereto, at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto prior through a major news service at least two business days before the effective date of the release or waiver, except where the release or waiver is effected solely to such issuancepermit a transfer of securities that is not for consideration and where the transferee has agreed in writing to be bound by the same lock-up agreement terms in place for the transferor.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC, other than (a1) the Shares to be sold hereunder, (b2) any shares of Stock of the Company Shares issued upon the exercise of options and the settlement of restricted stock awards granted under Company Stock PlansPlans or pursuant to the conversion, exercise or exchange of convertible, exercisable or exchangeable securities, in each case outstanding on the date hereof and as described in the Registration Statement, Pricing Disclosure Package or the Prospectus, (c3) shares the grant by the Company of Stock stock options, restricted stock or other securities convertible into equity-based compensation awards (or exercisable for shares the issuance of Stock issued in connection with a joint venture, marketing Shares upon exercise or distribution arrangement, collaboration agreement, intellectual property license agreement, settlement thereof) to eligible participants pursuant to employee benefit or any acquisition of assets or not less than a majority or controlling portion equity incentive plans of the equity Company described in the Registration Statement, Pricing Disclosure Package and Prospectus; provided that, prior to the grant of another entityany such stock options, provided that (x) the aggregate number of shares of Stock restricted stock or securities convertible into other equity-based awards to any executive officer or exercisable for Stock issued director pursuant to this clause (c3) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any that vest within such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section period, each such recipient of such grant shall execute have signed and deliver to the Representatives an agreement delivered a lock-up letter substantially in the form attached hereto as Exhibit A, and (4) the filing of Exhibit A hereto prior a registration statement on Form S-8 or any successor form thereto with respect to such issuancethe registration of securities to be offered to the Company’s “employees” (as that term is used in Form S-8) under any employee benefit or equity incentive plans of the Company described in the Registration Statement, Pricing Disclosure Package and Prospectus.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of Xxxxxxxxx LLC and Xxxxxxx Xxxxx & Co. LLC (provided however, that with respect to offers and sales under the RepresentativesCompany’s Open Market Sale Agreement with Xxxxxxxxx LLC only the prior written consent of Xxxxxxxxx LLC shall be required), (iii) announce the offering of any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, (iv) submit or file any registration statement under the Securities Act in respect of shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (other than as contemplated by this Agreement with respect to the Shares), (v) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding shares of Stock; or (vi) publicly announce the intention to do any of the foregoing, other than (aw) the Shares to be sold hereunder, (bx) the issuance of Stock and Stock-based awards, including restricted Stock, deferred Stock units, restricted Stock units or options to acquire shares of Stock of the Company, granted under existing equity incentive plans or any shares of Stock of the Company issued upon the exercise of options options, deferred Stock units or restricted Stock units granted under Company Stock Plans, existing equity incentive plans or (c) shares of Stock of the Company issued under the Company’s existing employee stock purchase plan disclosed in the Registration Statement, and the filing of one or other securities convertible into or exercisable more registration statements on Form S-8 with the Commission for the registration of such shares of Stock issued in connection with a joint ventureunder the Securities Act, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xy) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the date of this clause Agreement and described in the Prospectus, and (cz) shall not exceed 5.0 shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock representing in the aggregate no more than 5% of the total number of Company’s issued and outstanding shares of Stock issued as of the date of this Agreement, which may be sold only to collaborators, vendors, manufacturers, distributors, customers or other similar parties pursuant to a collaboration, licensing agreement, strategic alliance, manufacturing or distribution arrangement or similar transaction, so long as recipients of such securities agree to be bound by a lock-up agreement in substantially the form attached as Exhibit A hereto. Notwithstanding the foregoing, from and outstanding immediately after the 30th day following the completion date of the transactions contemplated by this agreementProspectus, the Company shall be permitted to issue and (y) the recipient of any such shares of sell Common Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuanceCompany’s Open Market Sale Agreement with Xxxxxxxxx LLC.

Clear Market. For a period of 90 60 days after the date of the ProspectusProspectus (as may be extended as set forth below, the “Lock-Up Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreement ) with the Commission relating to the offering by the Company of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC. The restrictions contained in the Representatives, other than preceding paragraph shall not apply to (a) the Shares to be sold hereunder, ; (b) any the issuance by the Company of shares of Common Stock of the Company issued upon the exercise of options granted under Company Stock Plans, an option or the conversion of a security outstanding on the date hereof; (c) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other securities convertible into equity-based awards under equity incentive plans now established and currently maintained by the Company (or exercisable for shares of Stock issued as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entitybusiness combination, provided that (x) such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the aggregate number of Lock-Up Period or the underlying shares of Stock or securities convertible into or exercisable for Stock issued pursuant are subject to this clause (c) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this a “lock-up” agreement, and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto prior Annex C hereto; and (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that such issuanceshares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for StockOrdinary Shares, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock Ordinary Shares or securities convertible into or exercisable for Stock issued Ordinary Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted share units (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (cii) shall not exceed 5.0 the issuance of up to 5% of the total number outstanding Ordinary Shares, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Ordinary Shares, in acquisitions or other similar strategic transactions; or (iii) grants of shares share options, share awards, restricted shares, restricted share units, or other equity awards and the issuance of Stock issued and outstanding immediately following Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares (whether upon the completion exercise of share options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the transactions contemplated by this agreementClosing Date and described in the Prospectus, and (y) provided in the recipient case of any such shares of Stock and securities issued pursuant to this clause (cii) during that such recipients enter into a lock-up agreement with the 90Underwriters. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-day restricted period referred to up letter described in this section shall execute Section 6(o) hereof for an officer or director of the Company and deliver to provide the Representatives an agreement Company with notice of the impending release or waiver substantially in the form of Exhibit A B hereto prior at least three business days before the effective date of the release or waiver, the Company agrees to such issuanceannounce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filing, of the foregoing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesRepresentative, other than (aA) the Shares to be sold hereunder, (bB) any shares of Stock of the Company issued upon the exercise or settlement (including any “net” or “cashless” exercises of settlements) of options or restricted stock units or the award, if any, of stock options or restricted stock units in the ordinary course of business, in all cases, pursuant to Company Stock Plans that are described in the Registration Statement, Pricing Disclosure Package and Prospectus, (C) the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement and described in the Registration Statement, Pricing Disclosure Package and Prospectus, and in the case of the Company’s convertible notes outstanding as of the date of this Agreement, additional issuances of convertible notes in satisfaction of payment in kind dividends or the conversion thereof, including the capped call confirmations and the Company’s performance thereunder, in each case pursuant to the terms of the indenture governing such convertible notes as in effect on the date of this Agreement and as described in the Registration Statement, Pricing Disclosure Package and Prospectus, (D) the filing of any registration statement on Form S-8 relating to securities granted under or to be granted pursuant to the Company Stock Plans, or (cE) any shares of Stock of the Company issued pursuant to the Company’s Employee Stock Purchase Plan or other securities convertible into or exercisable for (F) as required by an existing registration rights agreement of the Company in effect as of the date hereof as described in the Registration Statement, Pricing Disclosure Package and Prospectus; provided that the restrictions described in clause (i) shall not apply to issuance of shares of Common Stock issued directly to a seller of a business or assets as part of the purchase price or private placements in connection with a joint ventureacquisitions by us; provided, marketing or distribution arrangementfurther, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) any recipient of such shares of Common Stock will agree to be bound by these restrictions for the remainder of such 60-day period and (y) the aggregate number of shares of Common Stock or securities convertible into or exercisable for Stock issued that we may offer pursuant to this clause (c) the foregoing proviso shall not exceed 5.0 10% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions offering contemplated by this agreement, and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuanceProspectus.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representativesand Jxxxxxxxx LLC and Credit Suisse Securities (USA) LLC, other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) the issuance of shares of Stock or securities convertible into or exchangeable for shares of Stock in connection with a bona fide acquisition, licensing or other strategic transaction entered into after the Effective Date of this Agreement, provided (1) that the aggregate number of shares issued pursuant to this clause (civ) shall not exceed 5.0 % five percent (5%) of the total number of outstanding shares of Stock issued and outstanding immediately following the completion issuance and sale of the transactions contemplated by this agreement, Underwritten Shares pursuant hereto and (y2) the each recipient of any such shares of Stock and securities issued pursuant to this clause (civ) during shall have executed and delivered to the 90Representatives, on or prior to the issuance of such shares, a lock-day restricted period up letter on the same terms as the lock-up agreement referred to in this section shall execute Section 6(k) hereof; and deliver (v) the filing of any registration statement filed by the Company pursuant to Rule 462(b) under the Representatives an agreement substantially Securities Act in connection with the form offer and sale of Exhibit A hereto prior to such issuancethe Shares.

Clear Market. For a period of 90 days after the date of the ProspectusProspectus (the “Company Lock-Up Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (cii) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the total number issuance of shares of Stock issued or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the issuance of up to 5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the completion of Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the transactions contemplated by this agreement, and Underwriters; or (yiv) the recipient filing of any such shares of Stock and registration statement on Form S-8 relating to securities issued granted or to be granted pursuant to any plan in effect on the date of this clause (c) during the 90-day restricted period referred to in this section shall execute Agreement and deliver to the Representatives an agreement substantially described in the form of Exhibit A hereto prior Prospectus or any assumed benefit plan pursuant to such issuancean acquisition or similar strategic transaction.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating toto (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 Pricing Disclosure Package, and registration statements for secondary offerings pursuant to existing contractual registration rights disclosed in the Pricing Disclosure Package), any shares of Stock or any securities convertible into or exercisable or exchangeable for StockStock (“Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (aA) grants of employee stock options or other equity-based awards pursuant to the Shares to be sold hereunderterms of a plan disclosed in the Pricing Disclosure Package, (bB) any shares issuances of Stock of the Company issued upon Lock-Up Securities pursuant to the exercise of such options granted under Company Stock Plans, or (c) shares of Stock or other equity-based awards, (C) issuances of Lock-Up Securities pursuant to the exercise of warrants outstanding on the date hereof as disclosed in the Pricing Disclosure Package, (D) the issuance of the Shares and (E) issuances of Lock-Up Securities or securities exercisable for, convertible into or exercisable exchangeable for shares of Stock issued Lock-Up Securities in connection with a any acquisition, collaboration, licensing or other joint venture, marketing venture or distribution arrangement, collaboration agreement, intellectual property license agreement, strategic transaction or any acquisition of assets or not less than a majority or controlling portion of debt financing transaction involving the equity of another entity, Company; provided that (x) in the aggregate number case of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) E), that such issuances shall not exceed 5.0 be greater than 10% of the total number of then outstanding shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such shares of Common Stock and securities issued pursuant the recipients of such Lock-Up Securities agree to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement substantially be bound by a lockup letter in the form of Exhibit A hereto prior executed by directors and officers pursuant to such issuanceSection 6(l) hereof.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, make any short sale or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock, or any options, rights or warrants to purchase any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or that represent the right to receive, Common Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for or that represent the right to receive Common Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing (other than filings on Form S-8 relating to the Company Stock Plans), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC, other than (a1) the Shares to be sold hereunder, (b2) any Common Stock, options or other awards issued pursuant to the equity incentive plans of the BRP Parties referenced in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (3) up to an aggregate of 6,200,000 shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Common Stock or other securities convertible into or exercisable limited liability company interests in the LLC (for shares the avoidance of doubt, one share of Class B Common Stock and the paired limited liability company interest constitute one share of Common Stock for purposes of this Section 4(h)) to be issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entityentity (whether by merger, provided that (x) the aggregate number consolidation, acquisition of shares of Stock equity interests or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall not exceed 5.0 % of the total number of shares of Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuanceotherwise).

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesRepresentatives (provided however, that with respect to offers and sales under the Company’s Open Market Sale Agreement with Xxxxxxxxx LLC only the prior written consent of Xxxxxxxxx LLC shall be required), or (iii) announce the offering of any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, (iv) submit or file any registration statement under the Securities Act in respect of shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (other than as contemplated by this Agreement with respect to the Securities), (v) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding shares of Stock; or (vi) publicly announce the intention to do any of the foregoing, other than (aw) the Shares Securities to be sold hereunderhereunder and the delivery of the Warrant Shares upon exercise of the Warrants, (bx) the issuance of Stock and Stock-based awards, including restricted Stock, deferred Stock units, restricted Stock units or options to acquire shares of Stock of the Company, granted under existing equity incentive plans or any shares of Stock of the Company issued upon the exercise of options options, deferred Stock units or restricted Stock units granted under Company Stock Plans, existing equity incentive plans or (c) shares of Stock of the Company issued under the Company’s existing employee stock purchase plan disclosed in the Registration Statement, and the filing of one or other securities convertible into or exercisable more registration statements on Form S-8 with the Commission for the registration of such shares of Stock issued in connection with a joint ventureunder the Securities Act, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xy) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the date of this clause Agreement and described in the Prospectus, and (cz) shall not exceed 5.0 shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock representing in the aggregate no more than 5% of the total number of Company’s issued and outstanding shares of Stock issued and outstanding immediately following the completion as of the transactions contemplated by date of this Agreement, which may be sold only to collaborators, vendors, manufacturers, distributors, customers or other similar parties pursuant to a collaboration, licensing agreement, and (y) the recipient strategic alliance, manufacturing or distribution arrangement or similar transaction, so long as recipients of any such shares of Stock and securities issued pursuant agree to this clause (c) during the 90be bound by a lock-day restricted period referred to up agreement in this section shall execute and deliver to the Representatives an agreement substantially in the form of attached as Exhibit A hereto prior to such issuanceB hereto.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesRepresentative, other than (a) the Shares Securities to be sold hereunder, ; (b) any shares of Common Stock of the Company issued upon the exercise of options granted under existing Company Stock Plans, or ; (c) any shares of Common Stock of the Company issuable upon conversion of the Securities; (d) the warrants (the “Warrants”) to be issued pursuant to the Warrant Confirmations and any Additional Warrant Confirmation, and delivery of shares of Common Stock of the Company upon settlement or termination of the Warrant Confirmations or any Additional Warrant Confirmation; (e) any options and other awards granted under Company Stock Plans in effect on the date hereof or the grant of Common Stock under an employee stock purchase plan in effect on the date hereof; (f) Common Stock or other securities convertible into issued or exercisable for shares of Stock issued issuable in connection with any strategic transaction involving a joint venture, marketing commercial relationship; and (g) Common Stock or distribution arrangement, collaboration agreement, intellectual property license agreement, other securities issued or issuable in connection with any strategic transaction involving any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, whether by merger, purchase or otherwise; provided that (x) the aggregate number amount of shares of Stock or securities convertible into or exercisable for Stock issued to be received by any such third party pursuant to this clause (cf) shall not exceed 5.0 and clause (g) is less than 10% of the total number of outstanding shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreementCompany, and (y) the recipient of any such shares of Common Stock and securities issued pursuant to this clause clauses (cf) and (g) during the 9060-day restricted period referred to in this section described above shall execute and deliver be subject to the Representatives an agreement substantially in restrictions described above for the form remainder of Exhibit A hereto prior to such issuancerestricted period.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (aA) the Shares to be sold hereunder, (bB) any shares of Stock of the Company issued upon the exercise or settlement of options granted under Company Stock Plans, (C) the grant by the Company of awards under Company Stock Plans as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) transfers of Common Stock as required by the Reorganization, (E) the filing of a registration statement on Form S-8 (or equivalent form) with the Commission in connection with an employee stock compensation plan or agreement of the Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (cF) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or exercisable for any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (G) the issuance of shares of Stock issued or other securities (including securities convertible into shares of Stock) in connection with a joint ventureventures, marketing commercial relationships or distribution arrangementother strategic transactions; provided that, collaboration agreementin the case of clauses (F) and (G), intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall in all such acquisitions and transactions does not exceed 5.0 10% of the total number of shares of Stock issued and outstanding immediately following the completion Stock of the transactions contemplated by this agreement, Company on the Closing Date and (y) the recipient any recipients of any such shares of Stock and securities issued pursuant to this clause (c) during the 90Shares shall deliver a “lock-day restricted period referred to in this section shall execute and deliver up” agreement substantially to the Representatives in the form of Exhibit A hereto. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 8(r) hereof for an agreement officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A C hereto prior to such issuancethrough a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (aA) the Shares to be sold hereunder, (bB) any options, restricted stock units or other securities granted under the Company Stock Plans in existence on the date hereof or shares of Stock of the Company issued upon the exercise of options options, vesting of restricted stock units or conversion or exchange of other securities granted under the Company Stock PlansPlans in existence on the date hereof, (C) the filing by the Company of any Registration Statement on Form S-8 or a successor form thereto, and (cD) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship with the Company (including joint ventureventures, marketing or distribution arrangementarrangements, collaboration agreement, agreements or intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entityagreements), provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (cD) during the 90-day restricted period shall not exceed 5.0 10% of the total number of shares of Stock issued and outstanding immediately following the completion closing of the transactions offering contemplated by this agreement, Agreement and (y) prior to the recipient issuance of any such shares of Stock and securities issued pursuant to this clause (cD) during the 90-day restricted period referred to in this section period, the recipient of such shares of Stock shall execute sign and deliver to the Representatives an a lock-up agreement substantially in the form of Exhibit A hereto prior to such issuancehereto.

Clear Market. For a period of 90 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, Stock or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or publicly disclose the intention to undertake any of the foregoing in clause (i) or (ii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, Representatives other than (a) the Shares to be sold hereunder, . The restrictions described above do not apply to (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xi) the aggregate number issuance of shares of Stock or securities convertible into or exercisable for shares of Stock issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (cii) shall not exceed 5.0 % grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the total number issuance of shares of Stock issued or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to any Company Stock Plan described in the Registration Statement and the Prospectus; (iv) the issuance of up to 5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the completion of Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the transactions contemplated by this agreement, and Underwriters; or (yv) the recipient filing of any such shares of Stock and registration statement on Form S-8 relating to securities issued granted or to be granted pursuant to any plan in effect on the date of this clause (c) during the 90-day restricted period referred to in this section shall execute Agreement and deliver to the Representatives an agreement substantially described in the form of Exhibit A hereto prior Prospectus or any assumed benefit plan pursuant to such issuancean acquisition or similar strategic transaction.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchasepurchase (except in the case of a registration statement on Form S-8 with respect to employee benefit plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus), or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and Credit Suisse Securities (USA) LLC, other than (aA) the Shares to be sold hereunder, (bB) stock options, restricted stock, restricted stock units or other equity-based awards, and any shares of Class A Common Stock underlying or subject to such compensatory awards, granted pursuant to Company Stock Plans or other employee benefit plans, equity incentive plans or other employee compensation plans disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (provided that such awards and the shares of Class A Common Stock underlying or subject to such awards shall not vest during the 180-day period referred to above, except in connection with terminations of service, death, disability or a change in control in accordance with the terms and conditions of the relevant plan and award or other agreement), (C) any shares of Common Stock of the Company issued upon the exercise of options granted under Company Stock Plansor the vesting of restricted stock units outstanding on the date hereof and (in each case) described in the Registration Statement, or the Pricing Disclosure Package and the Prospectus, (cD) shares of Stock or other any securities convertible into or exercisable for shares of Stock issued in connection with a joint venturethe acquisition by the Company of the securities, marketing business, property or distribution arrangement, collaboration agreement, intellectual property license agreementother assets of another person or entity, or pursuant to any acquisition employee benefit plan assumed by the Company in connection with any such acquisition, or (E) any securities issued in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of assets or not less than a majority or controlling portion of the equity of another entityclauses (D) and (E), provided that (x) the aggregate number of shares of Stock or securities convertible into or exercisable for Stock issued pursuant to this clause (c) shall in all such acquisitions and transactions does not exceed 5.0 10% of the total number of shares of outstanding Common Stock issued and outstanding immediately following the completion offering of the transactions contemplated by this agreementShares and provided further that, and prior to any such issuance pursuant to clause (yD) or (E), the Company shall cause each such recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement a Lock-Up Agreement substantially in the form of Exhibit A hereto A. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to such issuancethe expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If X.X. Xxxxxx Securities LLC and Credit Suisse Securities (USA) LLC, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with written notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement (other than Registration Statements on Form S-8) under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesUnderwriter, other than (aA) the Shares to be sold hereunder, (bB) any shares issuances of Stock Ordinary Shares pursuant to the conversion or exchange of the Company issued upon convertible or exchangeable securities, the exercise of options warrants or options, or otherwise pursuant to awards granted under the Company Stock Plans, in each case outstanding on the date hereof, (C) grants of options, Ordinary Shares, restricted stock units or awards and other awards pursuant to the terms of a Company Stock Plan in effect on the date hereof or issuances of Ordinary Shares pursuant to the exercise of such options or pursuant to such awards, (cD) shares entry into any agreement providing for the issuance of Stock Ordinary Shares or other securities any security convertible into or exercisable for shares of Stock issued Ordinary Shares in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, the acquisition by the Company or any acquisition of assets or not less than a majority or controlling portion its subsidiaries of the equity securities, business, property or other assets of another entityperson or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement or (E) entry into any agreement providing for the issuance of Ordinary Shares or any security convertible into or exercisable for Ordinary Shares in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided that in the case of clauses (xD) and (E), the aggregate number of shares of Stock Ordinary Shares that the Company may sell or securities convertible into issue or exercisable for Stock issued agree to sell or issue pursuant to this clause clauses (cD) and (E) shall not exceed 5.0 5% of the total number of shares of Stock Ordinary Shares issued and outstanding immediately following the completion of the transactions contemplated by this agreement, and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (c) during the 90-day restricted period referred to in this section shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto prior to such issuanceAgreement.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for StockOrdinary Shares, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (a) the Shares to be sold hereunder. The restrictions described above do not apply to (i) the offer, issuance and sale of the Shares hereunder, (b) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, or (c) shares of Stock or other securities convertible into or exercisable for shares of Stock issued in connection with a joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (xii) the aggregate number issuance of shares of Stock Ordinary Shares or securities convertible into or exercisable for Stock issued Ordinary Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted shares or RSUs (including net settlement), in each case outstanding on the date of this clause Agreement and described in the Prospectus; (ciii) shall grants of share options, share awards, restricted shares, RSUs or other equity awards and the issuance of Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares (whether upon the exercise of share options or otherwise) to the Company’s employees, officers, directors, advisors or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that any such recipient that, following the grant, will own on a fully diluted basis 1% or more of the outstanding Ordinary Shares of the Company will enter into a lock-up agreement with the Underwriters; (iv) the issuance by the Company of Ordinary Shares, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Ordinary Shares in an aggregate amount not to exceed 5.0 7.5% of the total number of shares of Stock issued and Company’s Ordinary Shares outstanding immediately following the completion issuance of the transactions contemplated by this agreement, and (y) Underwritten Shares to the recipient Underwriters after giving effect to the consummation of any such shares the offering of Stock and securities issued the Shares pursuant to this clause Agreement in connection with mergers, acquisitions or strategic transactions (cincluding, without limitation, joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements), provided that such recipients enter into a lock-up agreement with the Underwriters; or (v) during the 90filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-day restricted period referred to up letter described in this section shall execute Section 8(m) hereof for an officer or director of the Company and deliver to provide the Representatives an agreement Company with notice of the impending release or waiver substantially in the form of Exhibit A B hereto prior at least three business days before the effective date of the release or waiver, the Company agrees to such issuanceannounce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.