Common use of Clear Market Clause in Contracts

Clear Market. For a period of 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, 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, 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 (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) 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 (F) shares of Stock or other securities issued 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) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 180 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, or submit to, 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, submission 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 RepresentativesUnderwriters, other than (A) the Shares to be sold hereunder, (B) any shares of Common Stock of the Company (or any security convertible into Common Stock) issued upon the conversion vesting of preferred restricted or performance stock units or the exercise of options granted under Company Stock Plans or warrants described as outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted granted, or Common Stock (or any security convertible into Common Stock) issued, under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ED) the filing by the Company of any registration statement on (i) 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 Statement or (ii) Form S-3 or a successor form thereto and (FE) shares of Common Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) 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 issued pursuant to this clause (FE) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, hereto and (y) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares in violation of such lockCommon Stock and securities issued pursuant to this clause (E) during the 60-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter day restricted period described in Section 6(l) hereof for above shall enter into an officer or director of the Company and provide the Company with notice of the impending release or waiver agreement 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 waiverA hereto.

Clear Market. For a period of 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 file with, or submit to, the Commission a registration statement under the Securities Act relating toto any Units, any shares of Stock Common Stock, Founder Shares, Warrants or any securities convertible into or exercisable or exchangeable for any Units, Common Stock, Founder Shares or Warrants, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition, submission 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 any Units, shares of Common Stock, Founder Shares or Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Units or such other securities, in cash or otherwise, without the prior written consent of J.X. Xxxxxx Securities LLC and Oxxxxxxxxxx & Co. Inc. except, in each case, that the Representatives, other than Company may (Aa) issue and sell the Shares to be sold hereunderPrivate Placement Warrants, (Bb) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued or issuable upon the exercise of options granted under Company Stock Plans described in any such Private Placement Warrants or warrants issued upon conversion of the Registration Statementworking capital loans), the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) 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 (Fd) shares of Stock or other issue securities issued 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) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverBusiness Combination.

Clear Market. For a period of 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, or submit to, 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, submission 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 X.X. Xxxxxx Securities LLC and Deutsche Bank Securities Inc. on behalf of the RepresentativesUnderwriters, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred stock options granted under Company Stock Plans or warrants described as outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options and other awards granted under Company Stock Plans 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 X.X. Xxxxxx Securities LLC and Deutsche Bank Securities Inc. an agreement substantially in the form of Exhibit D hereto if such recipient has not already delivered one, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a the shares of Stock granted pursuant to or reserved for issuance under Company Stock Plan Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (FE) shares of Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock issued pursuant to this clause (FE) shall not exceed five percent (5%) 5.0% of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, hereto and (y) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares of Stock and securities issued pursuant to this clause (E) during the 180-day restricted period described above shall enter into an agreement substantially in violation the form of such lock-up agreementsExhibit 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(l6(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 180 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, or submit to, 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, submission 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 Xxxxxxx, Sachs & Co., other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or warrants described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (DC) any options and other awards granted under a Company Stock Plan Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ED) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a the shares of Stock granted pursuant to or reserved for issuance under Company Stock Plan Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (FE) shares of Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock issued pursuant to this clause (FE) shall not exceed five percent (5%) 5.0% of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, hereto and (y) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares in violation of such lockStock and securities issued pursuant to this clause (E) during the 90-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter day restricted period described in Section 6(l) hereof for above shall enter into an officer or director of the Company and provide the Company with notice of the impending release or waiver agreement 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 waiverA hereto.

Clear Market. For a period of 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 file with, or submit to, the Commission a registration statement under the Securities Act relating toto any Units, any shares of Stock Common Stock, Founder Shares, Warrants or any securities convertible into or exercisable or exchangeable for any Units, Common Stock, Founder Shares or Warrants, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition, submission 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 any Units, shares of Common Stock, Founder Shares or Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Units or such other securities, in cash or otherwise, without the prior written consent of Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC except, in each case, that the Representatives, other than Company may (Aa) issue and sell the Shares to be sold hereunderPrivate Placement Warrants, (Bb) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued or issuable upon the exercise of options granted under Company Stock Plans described in any such Private Placement Warrants or warrants issued upon conversion of the Registration Statementworking capital loans and upon conversion of the Founder Shares), the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) 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 (Fd) shares of Stock or other issue securities issued 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) or any acquisition of assets or acquisition of equity of another entity, provided that Business Combination. The Company agrees not to amend the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) Insider Letter without the written consent of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 180 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, or submit to, 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, submission disposition or filingfiling (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 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 conversion exercise of preferred options granted under Company Stock Plans or stock appreciation rights described as outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ED) 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 (FE) shares of Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (FE) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 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, or submit to, 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, submission 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 (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred stock options granted under Company Stock Plans or warrants described as outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the ProspectusPlans, (ED) 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 (FE) shares of Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (FE) shall not exceed five percent (5%) 5.0% of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, hereto and (y) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares of Stock and securities issued pursuant to this clause (E) during the 180-day restricted period described above shall enter into an agreement substantially in violation the form of such lockExhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-up agreementsday 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 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 RepresentativesX.X. Xxxxxx Securities LLC, in their its sole discretion, agree agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(l6(n) hereof for an officer or director of the Company and provide 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 180 days after the date of the Prospectus, each of the Company and Evolent Health will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, 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, submission 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 RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co., other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise or settlement of options granted under Company Stock Plans; provided that if the recipient of any such shares of Stock has previously delivered a “lock-up” agreement to the Representatives substantially in the form of Exhibit D hereto, such shares of Stock will be subject to the terms of such lock-up, (C) the grant by the Company of awards under Company Stock Plans described as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under transfers of Common Stock as required by the Reorganization, (E) the filing of a Company Stock Plan described 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, (EF) the filing by the Company issuance 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 (F) shares of Stock or other securities issued (including securities convertible into shares of Stock) in connection with a transaction 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 an unaffiliated third party that includes a bona fide commercial relationship any such acquisition or (G) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, marketing strategic transactions or distribution arrangements, collaboration agreements, intellectual property license agreements, other commercial relationships (including issuances to current or lending agreements prospective customers or arrangements) or any acquisition of assets or acquisition of equity of another entity, partners); provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (DF) and (FG), (x) the Company shall cause each recipient aggregate number of such shares of Stock or other securities issued in all such acquisitions and transactions shall not exceed 7.5% of the issued and outstanding Stock of the Company to execute on the Closing Date and deliver, on or prior any recipients of such Shares shall deliver a “lock-up” agreement to the issuance Representatives substantially in the form of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreementsExhibit 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(l6(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 180 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 submit to or file with, or submit to, 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, 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 RepresentativesUnderwriter, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Common Stock of the Company issued upon the exercise or settlement of options or the vesting of deferred share units or restricted stock units granted under Company Stock Plans, (C) the grant by the Company of awards under Company Stock Plans described as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under the filing of a Company Stock Plan described 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 filing by the Company issuance 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 (F) shares of Common Stock or other securities issued (including securities convertible into shares of Stock) in connection with a transaction 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 an unaffiliated third party that includes a bona fide commercial relationship any such acquisition, or (F) the issuance of shares of Common Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, marketing commercial relationships or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, other strategic transactions; provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (DE) and (F), (x) the aggregate number of shares of Common Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Common Stock of the Company shall cause each recipient following the offering of the Shares and any recipients of such shares of Common Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, shall deliver a “lock-up up” agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverA hereto.

Clear Market. For a period of 180 days after the date of the Prospectusinitial public offering of the Shares, the Company will not (i) offer, pledge, publicly 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, 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, submission or filing, 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 Stock or any such other securitiesStock, 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, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Cb) any shares of Stock of the Company issued upon the exercise of options granted under existing stock plans disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, (c) the grant or issuance by the Company Stock Plans of employee, 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 Time of Sale Information and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Ed) the filing issuance of securities in connection with the acquisition by the Company or any of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in its subsidiaries of the Registration Statementsecurities, the Pricing Disclosure Package and the Prospectus and (F) shares of Stock businesses, property or other securities issued assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with a transaction any such acquisition, or (e) the issuance of securities in connection with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing commercial relationships or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, other strategic transactions; provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (Dd) and (Fe), (x) the aggregate number of shares issued in all such acquisitions and transactions does not exceed 8% of the outstanding common stock following the offering of the Common Stock and prior to any issuance the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior deliver to the issuance of such shares, you a lockLock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. 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 Up Agreement substantially in the form of Exhibit B hereto at least three business A hereto. Notwithstanding the foregoing, if (1) during the last 17 days before the effective date of the release or waiver180-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit C hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date 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 waiverthe occurrence of the material news or material event.

Clear Market. For a period of 180 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, 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, submission 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 RepresentativesUnderwriters, other than (Aa) the Shares to be sold hereunder, (B) any shares of Stock of grant by the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as awards under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Cb) any shares of Stock of the Company issued upon the exercise of options or settlement of awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Ec) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a in connection with Company Stock Plan Plans described in or contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus and or (Fd) shares the entry into an agreement providing for the issuance of Stock or other any securities issued convertible into or exercisable or exchangeable for Stock, and the issuance of any such securities pursuant to such an agreement, in connection with a transaction (i) the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with an unaffiliated third party that includes a bona fide commercial relationship such acquisition, or (including ii) joint ventures, marketing commercial relationships or distribution arrangementsother strategic transactions, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or and the issuance of any acquisition of assets or acquisition of equity of another entitysuch securities pursuant to any such agreement, provided that the aggregate number of shares issued or issuable pursuant to this clause (Fd) shall does not exceed five percent (5%) 10% of the total number of outstanding shares of Stock outstanding immediately following after the issuance and sale offering of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) to this Agreement and (F), (x) the Company shall cause prior to such issuance each recipient of any such shares of Stock or other securities of the Company to shall execute and deliver, on or prior deliver to the issuance of such shares, a lock-up Underwriters an agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverA hereto.

Clear Market. For a period of 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 submit to or file with, or submit to, 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, 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 RepresentativesX.X. Xxxxxx Securities LLC, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred stock outstanding on the date options or vesting of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectusawards granted under Company Stock Plans, (C) any shares of Stock of the Company issued upon the exercise of options and other awards granted under the Company Stock Plans 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 X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated an agreement substantially in the form of Exhibit D hereto if such recipient has not already delivered one, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a the shares of Stock granted pursuant to or reserved for issuance under the Company Stock Plan Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (FE) shares of Stock or other securities issued 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 agreements or Intellectual Property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock issued pursuant to this clause (FE) shall not exceed five percent (5%) 5.0% of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, hereto and (y) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares of Stock and securities issued pursuant to this clause (E) during the 180-day restricted period described above shall enter into an agreement substantially in violation the form of such lock-up agreementsExhibit D hereto. If the RepresentativesX.X. Xxxxxx Securities LLC, in their its sole discretion, agree agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 6(l8(l) hereof for an officer or director of the Company and provide 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, or as otherwise permitted under FINRA Rule 5131.

Clear Market. For a period of 180 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, 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, submission 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 (Aa) the Shares to be sold hereunder, (B) any shares of Stock of grant by the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as awards under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Cb) any shares of Stock of the Company issued upon the exercise of options or settlement of awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Ec) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a in connection with Company Stock Plan Plans described in or contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus and or (Fd) shares the entry into an agreement providing for the issuance of Stock or other any securities issued convertible into or exercisable or exchangeable for Stock, and the issuance of any such securities pursuant to such an agreement, in connection with a transaction (i) the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with an unaffiliated third party that includes a bona fide commercial relationship such acquisition, or (including ii) joint ventures, marketing commercial relationships or distribution arrangementsother strategic transactions, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or and the issuance of any acquisition of assets or acquisition of equity of another entitysuch securities pursuant to any such agreement, provided that the aggregate number of shares issued or issuable pursuant to this clause (Fd) shall does not exceed five percent (5%) 10% of the total number of outstanding shares of Stock outstanding immediately following after the issuance and sale offering of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) to this Agreement and (F), (x) the Company shall cause prior to such issuance each recipient of any such shares of Stock or other securities of the Company to shall execute and deliver, on or prior deliver to the issuance of such shares, a lock-up Underwriter an agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before A hereto. Notwithstanding the effective date foregoing, if the Underwriter is unable to publish or distribute research reports on the Company pursuant to Rule 139 under the Securities Act and/or Rule 2711 of the release or waiverNational Association of Securities Dealers, and if (1) during the last 17 days of the 45-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit C hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 45-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 45-day period, the Company must provide the Underwriter and each person subject to the 45-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) and then, upon notice by the Underwriter to the Company prior to the expiration of the 45-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 waiverthe occurrence of the material news or material event.

Clear Market. For a period of 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, or submit to, 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, submission disposition or filingfiling (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 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 Barclays Capital Inc., other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of preferred capital stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans Plans, the exercise of warrants described in the Registration Statement, or upon the conversion of the preferred stock of the Company, (C) shares issued pursuant to stock purchase or sale rights described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options shares issued pursuant to the Company’s employee stock purchase plan and other grants of equity awards granted under a Company Stock Plan described in the Registration StatementPlans, the Pricing Disclosure Package and the Prospectus, (E) shares issued in connection with mergers or acquisitions of businesses, entities, property or other assets, joint ventures or strategic alliances (including the filing by the Company of any a 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 (F) shares of Stock S-4 or other securities issued in connection appropriate form 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) or any acquisition of assets or acquisition of equity of another entity, respect thereto); provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C)B)-(E) above, (D) and (F), (x) the Company shall use commercially reasonable efforts to cause each such recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior deliver to the issuance of such shares, Representatives a lock-up agreement on letter substantially in the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and form of Exhibit A hereto for the duration that such terms remain in effect at the time balance of the transfer180-day restricted period; provided further, and that the number of shares issued under (yE) the Company above shall authorize its transfer agent not exceed [insert number of shares equal to decline to make any transfer 5% of such Company’s outstanding shares in violation of such lockonce post-up agreementsIPO capitalization is known]. If the RepresentativesX.X. Xxxxxx Securities LLC and Barclays Capital 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 officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 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, 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, submission 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 RepresentativesBofA Securities, Inc., X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion exercise or settlement (including any “net” or “cashless” exercises of preferred settlements) of options or restricted stock outstanding on units or the date award, if any, of this Agreement stock options or restricted stock units in connection with the offering contemplated by this Agreement and as ordinary course of business, in all cases, pursuant to Company Stock Plans that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares the conversion or exchange of Stock convertible or exchangeable securities outstanding as of the Company issued upon the exercise date of options granted under Company Stock Plans this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a securities granted or to be granted pursuant to the Company Stock Plan Plans; provided that the restrictions described in clause (i) shall not apply to issuance of common stock directly to a seller of a business or assets as part of the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) shares of Stock purchase price or other securities issued private placements in connection with a transaction with an unaffiliated third party acquisitions by us; provided, further, that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangementsx) or any acquisition recipient of assets or acquisition such shares of equity common stock will agree to be bound by these restrictions for the remainder of another entity, provided that such 180-day period and (y) the aggregate number of shares issued of common stock that we may offer pursuant to this clause (F) the foregoing proviso shall not exceed five percent (5%) 10% of the total number of outstanding shares of Stock our common stock issued and outstanding immediately following the issuance and sale completion of the Underwritten Shares pursuant hereto; provided, further, that, in offering contemplated by the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreementsProspectus. If the RepresentativesBofA Securities, Inc., X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. 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 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 or through other means permitted by FINRA at least two business days before the effective date of the release or waiver, if required by FINRA Rule 5131.

Clear Market. For a period of 180 60 days after the date of hereof (the Prospectus“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, or submit to, with the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock or shares of the Company’s Class B common stock, par value $0.001 per share (the “Class B Common Stock”), or publicly disclose the intention to make any offer, sale, pledge, disposition, submission 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 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 securitiessecurities convertible into or exercisable or exchangeable for Class A Common Stock, in cash or otherwise, without the prior written consent of the Representatives, other than (A) the Shares Securities to be sold hereunder, ; (B) in connection with any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement hedging transaction entered into in connection with the offering contemplated by this Agreement and as described in Securities to be sold hereunder during the Registration StatementRestricted Period, including, without limitation, the Pricing Disclosure Package and issuance of any Warrant Securities to purchase Class A Common Stock in connection with such hedging transactions, or the Prospectus, issuance of the Warrant Shares issuable upon the exercise of such Warrant Securities; (C) any shares of Class A Common Stock of the Company or Class B Common Stock issued upon the exercise or vesting of options any award granted under the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”); (D) shares of stock or restricted stock (Class A Common Stock or Class B Common Stock) and options or awards to purchase shares of Class A Common Stock or Class B Common Stock issued under the Company Stock Plans or other stock purchase plans described in the Registration StatementOffering Memorandum, provided that, the Pricing Disclosure Package party to whom any shares of Class A Common Stock or Class B Common Stock, restricted stock or options that vest during the Restricted Period are to be issued shall sign and the Prospectus, (D) any options and other awards granted under deliver a Company Stock Plan described “lock-up” agreement substantially in the Registration Statementform of Exhibit A hereto, provided that no “lock-up” or similar agreement will be required to be executed in connection with issuances of Class A Common Stock under the Pricing Disclosure Package and Company’s director compensation plan to any former director of the Prospectus, Company in connection with such former director’s board service prior to the date hereof; (E) shares of Class A Common Stock issued or to be issued in connection with any business combination, acquisition, in-license or strategic investment, provided that either (y) shares of Class A Common Stock will not be issued in a transaction prior to the filing expiration of the Restricted Period or (z) each individual or entity to whom any such shares of Class A Common Stock are issued signs and delivers a “lock-up” agreement substantially in the form of Exhibit A hereto; (F) the issuance 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, Underlying Securities upon conversion of the Pricing Disclosure Package and the Prospectus and Securities; (FG) shares of Stock or other securities issued 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) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) issuance of the total number Warrant Securities; and (H) the registration under the Securities Act of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, securities referenced in the case of clauses (C), (D) and (F), or (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverE).

Clear Market. For a period of 180 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 submit to or file with, or submit to, 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, 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 RepresentativesUnderwriter, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Common Stock of the Company issued upon the exercise or settlement of options or the vesting of deferred share units or restricted stock units granted under Company Stock Plans, (C) the grant by the Company of awards under Company Stock Plans described as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under the filing of a Company Stock Plan described 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 filing by the Company issuance 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 (F) shares of Common Stock or other securities issued (including securities convertible into shares of Stock) in connection with a transaction 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 an unaffiliated third party that includes a bona fide commercial relationship any such acquisition, or (F) the issuance of shares of Common Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, marketing commercial relationships or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, other strategic transactions; provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (DE) and (F), (x) the aggregate number of shares of Common Stock issued in all such acquisitions and transactions does not exceed 5% of the outstanding Common Stock of the Company shall cause each recipient following the offering of the Shares and any recipients of such shares of Common Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, shall deliver a “lock-up up” agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverA hereto.

Clear Market. For a period of 180 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, or submit to, 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 StockStock (“Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge, disposition, submission 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 (Ai) the Shares to be sold hereunder, (Bii) any shares of Stock of the Company issued upon the exercise of options or the conversion of preferred stock a security outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement hereof and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Ciii) any shares the grant of Stock options or the issuance of Lock-Up Securities by the Company to employees, officers, directors, advisors or consultants of the Company issued upon pursuant to employee benefit plans in effect on the exercise of options granted under Company Stock Plans date hereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Eiv) the filing by the Company of any a registration statement with the Commission on Form S-8 or a successor form thereto relating an amendment to a Company Stock Plan any such registration statement on file with the Commission in respect of any Lock-Up Securities issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and or (Fv) shares the sale or issuance of Stock or other securities issued entry into an agreement to sell or issue Lock-Up Securities in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship any (including 1) mergers, (2) acquisition of securities, businesses, properties or other assets, (3) joint ventures, marketing or distribution arrangements(4) strategic alliances; provided, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued Lock-Up Securities or securities convertible into or exercisable for Stock (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 (Fv) shall not exceed five percent (5%) % of the total number of outstanding shares of Stock issued and outstanding immediately following the issuance and sale completion of the Underwritten Shares pursuant heretotransactions contemplated by this Agreement; provided, and provided further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause that each recipient of such shares of Lock-Up Securities or securities convertible into or exercisable for Stock or other securities of the Company pursuant to this clause (v) shall execute and deliver, on or prior to the issuance of such shares, deliver a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. 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 A hereto at least three business days before the effective date of the release on or waiver, the Company agrees prior 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 waiversuch issuance.

Clear Market. For a period of 180 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, or submit to, 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, submission disposition or filingfiling (other than a registration statement on Form S-8), 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, Representatives other than (A) the Shares to be sold hereunder, (B) any shares of Common Stock of the Company issued upon the conversion exercise of preferred stock outstanding options granted under Company Stock Plans in effect on the date hereof or upon the vesting of this Agreement in connection with the offering contemplated by this Agreement restricted stock units and performance share awards and warrants described as described outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any issuance of shares of Common Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in an option or the Registration Statement, conversion of a security outstanding on the Pricing Disclosure Package and the Prospectus, date hereof; (D) any options and other awards granted under a Company Stock Plan described Plans in effect on the Registration Statement, date hereof or the Pricing Disclosure Package and grant of Common Stock under an employee stock purchase plan in effect on the Prospectusdate hereof, (E) the filing by the Company issuance 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 (F) shares of Common Stock or other securities issued in connection with any strategic transaction involving a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, agreements or intellectual property license agreements), and (F) the issuance of Common Stock or lending agreements or arrangements) or other securities in connection with any strategic transaction involving any acquisition of assets of not less than a majority or acquisition controlling portion of the equity of another entity, ; provided that (x) the aggregate number amount of shares issued to be received by any such third party pursuant to this clause (E) and clause (F) shall not exceed five percent (is less than 5%) % of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transferCompany, and (y) any such shares of Common Stock and securities issued pursuant to clauses (E) and (F) during the Company 90-day restricted period described above shall authorize its transfer agent be subject to decline to make any transfer the restrictions described above for the remainder of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverrestricted period.

Clear Market. For a period of 180 45 days after the date of the ProspectusFinal Memorandum, 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, or submit to, with the Commission a registration statement under the Securities Act relating to, any securities of the Company (or guaranteed by the Company) that are substantially similar to the Notes, any Notes or any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Notes or Common Stock, or publicly disclose the intention to make any offer, sale, sale pledge, disposition, submission 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 Notes or 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 Notes, Common 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 Notes to be sold hereunderhereunder or the issuance of the Conversion Shares, (B) any grants of stock options pursuant to Company Stock Plans and shares of Common Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans or Employee Stock Purchase Plans, (C) the capped call transaction described under “Description of Capped Call Transaction” in the Registration Statement, the Pricing Disclosure Package and the ProspectusFinal Memorandum, (D) any options shares of Common Stock issued and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing sold by the Company to a third party as part of any registration statement on Form S-8 or a successor form thereto research, development and/or commercialization collaboration between the Company and such third party relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) shares of Stock one or other securities issued 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) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) more of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant heretoCompany’s product candidates, products or technologies; provided, further, that, in the case of clauses (CD), (DI) the amount of shares received by such third party is less that 5% of the outstanding shares of Common Stock and (F), (xII) such third party agrees to be bound by the Company shall cause each recipient terms of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a “lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transferup” agreement, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. 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 Annex B hereto at least three business days before the effective date hereto, with respect to such shares 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 waiverCommon Stock.

Clear Market. For a period of 180 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, 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, submission or filing, 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 RepresentativesUnderwriter, (iii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding shares of Stock or (iv) publicly disclose the intention to do any of the foregoing other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and options granted under Company Stock Plans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans warrants outstanding on the date of this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) 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 (F) shares of Stock or other securities issued 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 arrangementslicensing agreements) or any acquisition of assets of not less than a majority or acquisition controlling portion of the equity of another entity, provided that (x) the aggregate number of the shares issued pursuant to this clause (F) shall not exceed more than five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares Securities pursuant hereto; providedto this Agreement and (y) the recipient of any such shares of Stock or securities issued pursuant to clauses (B), further, that, in the case of clauses (C), (D) and (F), (x) during the Company Restricted Period shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up enter into an agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverhereto.

Clear Market. For a period of 180 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, 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, submission 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, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (DC) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ED) 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 (FE) any shares of Stock of the Company, or other any securities convertible into or exercisable 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, strategic alliances, commercial or other collaborative transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint venturesor the acquisition or license of the business, marketing property, technology or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of other assets or acquisition of equity of another entityindividual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided, provided however, that the aggregate number of shares issued of Stock, or any securities convertible into or exercisable or exchangeable for Stock, that the Company may issue or agree to issue pursuant to this clause (FE) shall not exceed five percent (5%) % of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; hereto and provided, further, that, in the case of clauses that (C), (Di) and (F), (x) the Company shall cause each newly appointed director or executive officer that is a recipient of any such shares of Stock or other securities of the Company issued pursuant to execute and deliver, on clauses (B) or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l(C) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (yii) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares in violation of such lockStock or securities issued pursuant to clause (E) during the 90-up agreements. If the Representativesday restricted period described above, 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 shall enter into an officer or director of the Company and provide the Company with notice of the impending release or waiver agreement 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 waiverA hereto.

Clear Market. For a period of 180 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, or submit to, 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, submission 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 shares of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred stock options granted under Company Stock Plans or warrants described as outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options and other awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a the shares of Stock granted pursuant to or reserved for issuance under Company Stock Plan Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (FE) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, agreements or intellectual property license agreements, or lending agreements or arrangements) 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 issued pursuant to this clause (FE) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 180 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, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exchangeable or exercisable or exchangeable for any Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole transfers all or in part, any a portion of the economic consequences of associated with the ownership of the any 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, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Cb) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, (c) the grant or issuance by the Company of employee, consultant, or director stock options or restricted stock in the ordinary course of business under the Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Dd) any options and other awards granted under a shares registered on Form S-8 relating to the Company Stock Plan Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Ee) the filing issuance of securities in connection with the acquisition by the Company or any of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in its subsidiaries of the Registration Statementsecurities, the Pricing Disclosure Package and the Prospectus and (F) shares of Stock businesses, property or other securities issued assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with a transaction any such acquisition, or (f) the issuance of securities in connection with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, intellectual property license agreementscommercial relationships, or lending agreements or arrangementsother strategic transactions; provided that, (x) or any acquisition in the case of assets or acquisition of equity of another entityclauses (e) and (f), provided that the aggregate number of shares issued pursuant to this clause (F) shall in all such acquisitions and transactions taken together does not exceed five percent (5%) % of the total number of Company’s outstanding shares of Stock immediately common stock following the issuance and sale offering of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Common Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, contemplated by this Agreement and (y) the Company shall authorize its transfer agent each person to decline to make any transfer of whom such shares in violation of such or securities are issued or granted pursuant to clauses (b), (c), (d), (e) and (f) during the 90-day restriction period described above executes or has executed a “lock-up agreements. 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 up” agreement 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 waiverA hereto.

Clear Market. For a period of 180 60 days after the date of the ProspectusProspectus (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, or submit to, 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, submission 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 Company’s sale of the Shares to be sold hereunder, (B) any shares the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock of pursuant to the Company issued upon the conversion of preferred Company’s employee benefit plans, qualified stock outstanding option plans or other employee compensation plans as such plans are in existence on the date of this Agreement in connection with the offering contemplated by this Agreement hereof and as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, (C) any shares issuances of Common Stock of the Company issued upon the exercise or settlement of options granted under Company Stock Plans described or restricted stock units disclosed as outstanding in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, ; or (D) any options and other awards granted under the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction, if any, that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. The Company Stock Plan described in the Registration Statementalso agrees that during such period, the Pricing Disclosure Package and Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the ProspectusSecurities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for (EA) the filing by the Company of any a registration statement on Form S-8 or a successor form thereto relating to a employee benefit plans and (B) any resale registration statement required by any registration rights or similar rights to have any securities registered by the Company Stock Plan under the Securities Act described in the Registration Statement, the Pricing Disclosure Package and during the Prospectus and (F) shares of Stock or other securities issued 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) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lockLock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverUp Period.

Clear Market. For a period of 180 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, 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, submission 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 RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxx Xxxxx & Co. LLC, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred stock outstanding on the date options or settlement of this Agreement in connection with the offering contemplated by this Agreement and as awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ED) 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 Prospectus, and (FE) shares of Stock or other securities issued 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 arrangementslicensing agreements) or any acquisition of assets of not less than a majority or acquisition controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (FE) shall not exceed more than five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) to this Agreement and (F), (xy) the Company shall cause each newly appointed director or executive officer that is a recipient of any such shares of Stock or other securities of issued pursuant to clauses (B), (C) or (E) during the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up Restricted Period shall enter into an agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverA hereto.

Clear Market. For a period of 180 90 days after the date of the ProspectusProspectus (the Restricted Period”), the Company will not not, without the prior written consent of X.X. Xxxxxx Securities LLC (“JPM”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of 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, submission or filing, or (ii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securitiesCommon Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without otherwise or (iii) file any registration statement with the prior written consent Commission relating to the offering of the Representatives, other than (A) the Shares to be sold hereunder, (B) any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence shall not apply to (a) the sale of the Company issued Shares under this Agreement, (b) the offering, sale or issuance of securities upon the conversion of preferred stock the Company’s outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as convertible debt securities described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, (Cc) filings on Form S-8 relating to the Company Stock Plans described in the Registration Statement and Prospectus and any shares of Common Stock of the Company issued upon the exercise of options or other equity awards granted under Company Stock Plans, or (d) the issuance of Common Stock and the granting of stock options pursuant to the Company Stock Plans described in the Registration StatementStatement and Prospectus or any document incorporated by reference in any of the foregoing, the Pricing Disclosure Package and the Prospectus, or (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Ee) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period. During any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statementsuch restricted period, the Pricing Disclosure Package Company shall not waive or release any holder of shares of Stock or any securities convertible into or exercisable or exchangeable for Stock from any market standoff or lockup restrictions arising under any agreement between the Company and the Prospectus and (F) such holder of shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (such securities, including joint ventures, marketing or distribution arrangements, collaboration without limitation stock option agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition without the prior written consent of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverJPM.

Clear Market. For a period of 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, or submit to, 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, submission 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 RepresentativesBarclays Capital Inc., other than the (A) the Shares to be sold hereunder, (B) any the filing of a Registration Statement on Form S-8 relating to the shares of Stock of granted pursuant to or reserved for issuance under the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) the issuance of equity-based awards and any shares issued upon exercise of such equity-based awards under the Company Stock Plans described in the Registration Statement, Pricing Disclosure Package and the Prospectus, (D) the issuance by the Company of any shares of Stock in connection with a licensing agreement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) ; provided that, in the case of clauses (C) and (D), recipients of such shares of Stock agree to be bound by the terms of the lock-up letter described in Section 6(l) and the sum of the aggregate number of shares of Stock so issued shall not exceed 5% of the total outstanding shares of Stock outstanding immediately following the consummation of the offering of the Underwritten Shares, and (E) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described as outstanding in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) 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 (F) shares of Stock or other securities issued 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) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that. If Barclays Capital Inc., in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C 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 180 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, purchase or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, 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, submission 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, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Cb) 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 Plans described existing on the date hereof or grants of awards to directors and newly hired employees in the Registration Statementordinary course of business consistent with past practice under the Company Plans existing on the date hereof, (c) as consideration for the Pricing Disclosure Package 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 (d) 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 Prospectusfiling of a registration statement and/or a prospectus under the Securities Act with respect to the foregoing issuance, or (De) any options and other awards granted under a shares of Common Stock and/or limited liability company interests of the Operating Company convertible into shares of Common Stock Plan described issued in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing connection with one or more acquisitions by the Company or its subsidiaries of any the assets or capital stock of another person or entity, whether through merger, asset acquisition, stock purchase or otherwise, and the filing of a registration statement on Form S-8 or and/or a successor form thereto prospectus under the Securities Act relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) shares of Stock or other securities issued 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) or any acquisition of assets or acquisition of equity of another entitysuch transactions, provided that the aggregate number of shares of Common Stock issued pursuant in such transactions (assuming the conversion to this clause (Fshares of Common Stock of all limited liability company interests of the Operating Company issued in connection with all such transactions) shall not exceed five percent (5%) 10% of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of that such shares of Common Stock or other securities shall be subject to the terms of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially set forth in Exhibit A. Notwithstanding the same terms as foregoing, if (1) during the locklast 17 days of the 30-up agreements described in Section 6(l) hereof day restricted period, the Company issues an earnings release or material news or a material event relating to the extent and for Company occurs; or (2) prior to the duration that such terms remain in effect at the time expiration of the transfer30-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 30-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; 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 30-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 Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If meets the Representatives, in their sole discretion, agree to release or waive the restrictions requirements set forth in a lock-up letter described in Section 6(lparagraph (a)(1) hereof for an officer or director of Rule 139 promulgated under the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverSecurities Act.

Clear Market. For a period of 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 file with, or submit to, 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, submission 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 publicly disclose the intention to enter into any swap or agreement, 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 Bank Europe SE and Xxxxxx Xxxxxxx, other than (A1) the Shares to be sold hereunder, ; (B2) any shares of Stock of the Company Shares to be issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated corporate reorganization of the Company as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus; (3) the filing by this Agreement and as the Company of registration statements on Form S-8 with respect to benefit plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (4) the facilitation of the establishment or amendment of a trading plan on behalf of a stockholder, (C) any shares of Stock officer or director of the Company issued upon pursuant to Rule 10b5-1 under the exercise Exchange Act for the transfer of options granted the Shares, provided that no sales or other transfers occur under Company Stock Plans described in such plan and no public disclosure of the Registration Statement, plan shall be required or shall be made by any person during the Pricing Disclosure Package and the Prospectus, Restricted Period; (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E5) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance 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 (F) shares of Stock any class of the common stock of the Company or other any securities issued convertible into or exercisable or exchangeable for shares of any class of the Company’s common stock in connection with future business combinations or acquisitions (or the entering into of an acquisition or similar agreement with respect thereto or the issuance of such shares in a transaction with an unaffiliated third party that includes a bona fide commercial relationship private placement transaction); provided that, in the case of clause (including joint ventures5), marketing or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall in all such acquisitions and transactions taken together does not exceed five percent (5%) [10]% of the total number of Company’s outstanding shares of Stock immediately common stock following the issuance offering of Shares contemplated hereby and sale each person to whom such shares or securities are issued or granted during the Restricted Period executes, or has executed, a “lock-up” agreement in the form of the Underwritten Shares pursuant Exhibit C hereto; provided, further, that, or (6) as described in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreementsRegistration Statement. If the RepresentativesXxxxxxx Sachs Bank Europe SE and Xxxxxx Xxxxxxx, 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 6(l8(t) hereof for an officer or director of the Company and provide provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B A 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 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 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, or submit to, 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, submission 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 Representatives, other than (A) the Shares to be sold hereunder, (B) any shares of Stock Ordinary Shares of the Company issued upon the conversion exercise of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as options granted under Company Share Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock Ordinary Shares of the Company issued upon the exercise of options granted under Company Stock Plans described in warrants or the Registration Statement, conversion of securities outstanding on the Pricing Disclosure Package and the Prospectusdate hereof, (D) any the grant of options and or other equity or equity-based awards granted under a Company Stock Plan Share Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any a registration statement with the Commission on Form S-8 in respect of any shares issued under or a successor form thereto relating the grant of any award pursuant to a Company Stock Plan an employee benefit plan in effect on the date hereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and or (F) shares the sale or issuance of Stock or other entry into an agreement to sell or issue Ordinary Shares or securities issued convertible into or exercisable or exchangeable for Ordinary Shares in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship any (including 1) mergers, (2) acquisition of securities, businesses, property or other assets, (3) joint ventures, marketing (4) strategic alliances, (5) partnerships with experts or distribution arrangementsother talent to develop products, collaboration agreements(6) equipment leasing arrangements or (7) debt financing; provided, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued Ordinary Shares or securities convertible into or exercisable for Ordinary Shares (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 (F) shall not exceed five percent (5%) % of the total number of Ordinary Shares issued and outstanding shares of Stock immediately following the issuance and sale completion of the Underwritten transactions contemplated by this Agreement; and provided further, that each recipient of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares pursuant hereto; providedto clauses (B), further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially in the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time form of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreementsExhibit A hereto. If the Representatives, Representatives in their sole discretion, discretion agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l6(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 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, 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, 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 (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) 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 (F) shares of Stock or other securities issued 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) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, provided further that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 180 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, 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, submission disposition or filing, filing or file with or confidentially submit to 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 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 both (x) the prior written consent of two of the four Representatives and (y) the prior written notice to the other Representatives, other than (Aa) the Common Shares to be sold hereunder, (Bb) 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 Common Shares of the Company issued upon the conversion exercise of preferred stock outstanding options or settlement of awards granted under Company Stock Plans described in the Registration Statement, Pricing Disclosure Package and Prospectus, (d) the filing of any registration statement on the date of this Agreement Form S-8 in connection with the offering Company Stock Plans described in or contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Ee) the filing by of any confidential or non-public submissions to the Company Commission of any registration statement on Form S-8 under the Securities Act only if (w) no public announcement of such confidential or non-public submission shall be made, (x) if any demand was made for, or any right exercised with respect to, such registration of shares of Common Shares or securities convertible, exercisable or exchangeable into Common Shares, no public announcement of such demand or exercise of rights shall be made, (y) the Company shall provide written notice at least two business days prior to such confidential or non-public submission to the Representatives and (z) no such confidential or non-public submission shall become a successor form thereto relating to a Company Stock Plan described in publicly available registration statement during the Registration Statementlock-up period or (f) the entry into an agreement providing for the issuance of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, the Pricing Disclosure Package and the Prospectus and (F) shares issuance of Stock or other any such securities issued pursuant to such an agreement, in connection with a transaction (i) the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with an unaffiliated third party that includes a bona fide commercial relationship such acquisition, or (including ii) joint ventures, marketing commercial relationships or distribution arrangementsother strategic transactions, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or and the issuance of any acquisition of assets or acquisition of equity of another entitysuch securities pursuant to any such agreement, provided that the aggregate number of shares issued or issuable pursuant to this clause (Ff) shall does not exceed five percent (5%) 10% of the total number of Common Shares outstanding shares of Stock immediately following after the issuance and sale offering of the Underwritten Common Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) to this Agreement and (F), (x) the Company shall cause prior to such issuance each recipient of any such shares securities shall execute and deliver to the Representatives a “lock-up” agreement substantially in the form of Stock or other securities Exhibit A hereto. If two of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the four Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a the “lock-up letter up” agreements, each substantially in the form of Exhibit A hereto and described in Section 6(l8(l) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 180 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 purchasexxxxxxxx, purchase xxxxxxxx any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission 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 (Aa) the Shares to be sold hereunder, (B) any shares of Stock of grant by the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as awards under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Cb) any shares of Stock of the Company issued upon the exercise of options or settlement of awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Ec) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a in connection with Company Stock Plan Plans described in or contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus and or (Fd) shares the entry into an agreement providing for the issuance of Stock or other any securities issued convertible into or exercisable or exchangeable for Stock, and the issuance of any such securities pursuant to such an agreement, in connection with a transaction (i) the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with an unaffiliated third party that includes a bona fide commercial relationship such acquisition, or (including ii) joint ventures, marketing commercial relationships or distribution arrangementsother strategic transactions, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or and the issuance of any acquisition of assets or acquisition of equity of another entitysuch securities pursuant to any such agreement, provided that the aggregate number of shares issued or issuable pursuant to this clause (Fd) shall does not exceed five percent (5%) 10% of the total number of outstanding shares of Stock outstanding immediately following after the issuance and sale offering of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) to this Agreement and (F), (x) the Company shall cause prior to such issuance each recipient of any such shares of Stock or other securities of the Company to shall execute and deliver, on or prior deliver to the issuance of such shares, a lock-up Underwriter an agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverA hereto.

Clear Market. For a period of 180 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, 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, 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 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 Common Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativesBofA Securities, Inc., other than (A) the Shares Capped Call Confirmations or the Securities to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Common Stock of the Company issued upon the exercise or the settlement (including any “net” or “cashless” exercises or 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 Plans that are described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, (C) the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement and described in the Time of Sale Information and the Offering Memorandum, (D) the repurchase of any options and other awards granted under shares of Common Stock pursuant to agreements providing for an option to repurchase or a right of first refusal on behalf of the Company Stock Plan pursuant to the Company’s repurchase rights that are described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, (E) the filing issuance by the Company of shares of Common Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Common 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 (F) the filing of any registration statement on Form S-8 or a successor form thereto relating to a securities granted or to be granted pursuant to the Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) shares of Stock or other securities issued 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) Plans or any acquisition of assets or acquisition of equity of another entityassumed employee benefit contemplated by clause (E); provided, provided that the aggregate number of shares issued of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (FE) shall not exceed five percent (5%) 10% of the total number of outstanding shares of Common Stock outstanding immediately following the issuance and sale offering of the Underwritten Shares pursuant heretoSecurities contemplated by this Agreement plus the shares reserved for issuance under the Company Stock Plans; and provided, further, that, that in the case of clauses (CB) through (E), (D) and (F), (x) the Company shall (a) cause each recipient of such shares securities that is a member of Stock the Company’s board of directors or other securities an executive officer of the Company to execute and deliverdeliver to you, on or prior to the issuance of such sharessecurities, a lock-up agreement on substantially to the same terms as the lock-up agreements described effect set forth in Section 6(l) hereof Exhibit A hereto to the extent not already executed and for the duration that delivered by such terms remain in effect at the time recipients as of the transfer, date hereof and (yb) enter stop transfer instructions with the Company shall authorize its Company’s transfer agent and registrar on such securities with respect to decline to make any transfer all recipients of such shares in violation of such lock-up agreements. If the Representativessecurities, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, which the Company agrees to announce the impending release it will not waive 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 waiveramend without BofA Securities, Inc.’s prior written consent.

Clear Market. For a period of 180 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, or submit to, 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, submission 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 (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred stock options granted under Company Stock Plans or warrants described as outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) 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 pursuant to this clause (EC) to an officer or director of the Company, each such recipient of such grant shall have signed and delivered an agreement substantially in the form of Exhibit B 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 (FE) shares of Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) 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 issued pursuant to this clause (FE) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, hereto and (y) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares in violation of such lockStock and securities issued pursuant to this clause (E) during the 90-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter day restricted period described in Section 6(l) hereof for above shall enter into an officer or director of the Company and provide the Company with notice of the impending release or waiver agreement 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 waiverhereto.

Clear Market. For a period of 180 60 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, 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, submission or filing, 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 Stock or any such other securitiesStock, 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 conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under existing employee stock option plans, (C) grants by the Company of any employee stock options or restricted stock in accordance with the terms of the Company’s 2015 Stock Plans described Incentive Plan as in effect on the Registration Statement, date hereof (the Pricing Disclosure Package and the Prospectus“Plan”), (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any registration statement with the Commission on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statementoffering of securities pursuant to the terms of the Plan, (E) the Pricing Disclosure Package and the Prospectus and (F) issuance of shares of Stock or other any securities issued convertible into or exercisable or exchangeable for Stock or the execution of any contract to issue shares of Stock or any such securities 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 agreementsthe acquisition of the assets of, or lending agreements a majority or arrangements) controlling portion of the equity of, or a business combination or a joint venture with, another entity in connection with such business combination or such acquisition by the Company or any acquisition of assets or acquisition its subsidiaries of equity of another such entity, provided that the aggregate number of shares of Stock issued or issuable pursuant to this clause (FE) shall does not exceed five percent (5%) 10% of the total number of outstanding shares of Stock outstanding immediately following after the issuance and sale offering of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses to this Agreement and prior to such issuance either (C), (Di) and (F), (x) the Company shall cause each recipient of any such shares of Stock or other securities of the Company to shall execute and deliver, on or prior deliver to the issuance of such shares, Representatives a “lock-up up” agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. 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 A hereto at least three business days before or (ii) such shares of Stock or securities shall not actually be issued or issuable within such 60-day period, and (F) the effective date issuance of the release or waivershares of Stock pursuant to that certain Purchase and Sale Agreement, dated August 15, 2016, between the Company agrees to announce the impending release or waiver by a press release substantially in the form and Reliance Energy, Inc. and certain of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverits affiliates.

Clear Market. For a period of 180 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, or submit to, 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 StockStock (“Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge, disposition, submission 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 RepresentativesLeerink Partners LLC and Xxxxx Fargo Securities, LLC, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of options or the conversion of preferred stock a security outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement hereof and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares the grant of Stock options or the issuance of Lock-Up Securities by the Company to employees, officers, directors, advisors or consultants of the Company issued upon pursuant to employee benefit plans in effect on the exercise of options granted under Company Stock Plans date hereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any a registration statement with the Commission on Form S-8 or a successor form thereto relating an amendment to a Company Stock Plan any such registration statement on file with the Commission in respect of any Lock-Up Securities issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and or (FE) shares the sale or issuance of Stock or other securities issued entry into an agreement to sell or issue Lock-Up Securities in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship any (including 1) mergers, (2) acquisition of securities, businesses, properties or other assets, (3) joint ventures, marketing or distribution arrangements(4) strategic alliances; provided, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued Lock-Up Securities or securities convertible into or exercisable for Stock (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 (FE) shall not exceed five percent (5%) % of the total number of outstanding shares of Stock issued and outstanding immediately following the issuance and sale completion of the Underwritten Shares pursuant heretotransactions contemplated by this Agreement; provided, and provided further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause that each recipient of such shares of Lock-Up Securities or securities convertible into or exercisable for Stock or other securities of the Company pursuant to this clause (E) shall execute and deliver, on or prior to the issuance of such shares, deliver a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. 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 A hereto at least three business days before the effective date of the release on or waiver, the Company agrees prior 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 waiversuch issuance.

Clear Market. For a period of 180 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, or submit to, 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, submission 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 (A) the Shares to be sold hereunder, (B) any shares of Stock Ordinary Shares of the Company issued upon the conversion exercise of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as options granted under Company Share Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock Ordinary Shares of the Company issued upon the exercise of options granted under Company Stock Plans described in warrants or the Registration Statement, conversion of securities outstanding on the Pricing Disclosure Package and the Prospectusdate hereof, (D) any the grant of options and or other equity or equity-based awards granted under a Company Stock Plan Share Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any a registration statement with the Commission on Form S-8 in respect of any shares issued under or a successor form thereto relating the grant of any award pursuant to a Company Stock Plan an employee benefit plan in effect on the date hereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and or (F) shares the sale or issuance of Stock or other entry into an agreement to sell or issue Ordinary Shares or securities issued convertible into or exercisable or exchangeable for Ordinary Shares in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship any (including 1) mergers, (2) acquisition of securities, businesses, property or other assets, (3) joint ventures, marketing (4) strategic alliances, (5) partnerships with experts or distribution arrangementsother talent to develop products, collaboration agreements(6) equipment leasing arrangements or (7) debt financing; provided, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued Ordinary Shares or securities convertible into or exercisable for Ordinary Shares (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 (F) shall not exceed five percent (5%) % of the total number of Ordinary Shares issued and outstanding shares of Stock immediately following the issuance and sale completion of the Underwritten transactions contemplated by this Agreement; and provided further, that each recipient of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares pursuant hereto; providedto clauses (B), further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverA hereto.

Clear Market. For a period of 180 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, or submit to, 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, submission 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 RepresentativesXxxxxx Xxxxxxx & Co. LLC, other than (A) the Shares Securities to be sold hereunder or the issuance of Common Stock upon conversion of the Securities being sold hereunder; (B) shares of Common Stock to be sold pursuant to that certain underwriting agreement (the “Common Stock Underwriting Agreement”) dated on or about the date hereof by and among the Company and the Representative relating to the sale of shares of Common Stock; (C) the delivery of Common Stock upon conversion of the Company’s outstanding 1.75% Convertible Senior Notes due 2021 (the “2021 Notes”), (BD) the issuance of Common Stock upon exercise and settlement or termination of the warrant transactions entered into in connection with the 2021 Notes, (E) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Common Stock of the Company issued upon the exercise of options granted under Company Stock Plans or warrants described as outstanding in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (DF) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (EG) 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 Time of Sale Information and the Prospectus Prospectus, (H) the entry by the Company into the Call Spread Confirmations, (I) the issuance of Common Stock upon exercise and settlement or termination of the warrant transactions entered into pursuant to the Base Warrant Confirmations or any Additional Warrant Confirmations and (FJ) shares of Common Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) 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 issued pursuant to this clause (FJ) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Underwritten Shares Securities pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, hereto and (y) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares in violation of such lockCommon Stock and securities issued pursuant to this clause (J) during the 60-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter day restricted period described in Section 6(l) hereof for above shall enter into an officer or director of the Company and provide the Company with notice of the impending release or waiver agreement 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 waiverA hereto.

Clear Market. For a period of 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, or submit to, 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, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission 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, ADSs 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, ADSs or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (A) the Offered Shares to be sold hereunder, (B) any shares of Stock of the Company Ordinary Shares or ADSs issued upon the conversion exercise of preferred stock options granted under Company Stock Plans or warrants described as outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ED) 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 Prospectus, (E) the sale or issuance of Ordinary Shares or ADSs to Osiris Therapeutics, Inc. (the “Osiris Shares”) pursuant to the Purchase Agreement, dated October 10, 2013, as amended, by and between Mesoblast International Sarl and Osiris Therapeutics, Inc. (together with the letter agreement, dated December 17, 2014, as amended, by and between Mesoblast International Sarl and Osiris Therapeutics, Inc., the “Osiris Agreement”); provided that any Osiris Shares issued pursuant to this clause (E) will be subject to a one-year lock-up pursuant to the Osiris Agreement and such lock-up period shall not be shortened or waived by the Company or through amendment of the Osiris Agreement, and (F) shares the sale or issuance of Stock or other entry into an agreement to sell or issue Ordinary Shares, ADSs, or securities issued convertible into or exercisable or exchangeable for Ordinary Shares in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship any (including 1) mergers, (2) acquisition of securities, businesses, property or other assets, (3) joint ventures, marketing or distribution arrangements(4) strategic alliances, collaboration agreements, agreements or intellectual property license agreements, (5) partnerships with experts or lending agreements other talent, or (6) marketing or distribution arrangements) or any acquisition of assets or acquisition of equity of another entity, ; provided that the aggregate number of shares Ordinary Shares, ADSs, or securities convertible into or exercisable or exchangeable for Ordinary Shares issued pursuant to this clause (F) shall not exceed five ten percent (510%) of the total number of outstanding shares of Stock Ordinary Shares immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, furtherunless the Ordinary Shares, thatADSs, in the case of clauses (C), (D) and or securities convertible into or exercisable or exchangeable for Ordinary Shares issued pursuant to this clause (F)) are required by applicable law or the ASX to be, (x) the Company shall cause each recipient of such shares of Stock or other securities and have been, approved by a vote of the shareholders of the Company; provided further that the recipient(s) of the Ordinary Shares pursuant to this clause (F) shall agree in writing to be bound by the terms of this Section 5(h). The Company to execute and deliveragrees that it will not waive or release Celgene Alpine Investment Company III, on or prior to the issuance of such shares, a LLC from its 12-month lock-up pursuant to its agreement on substantially dated April 15, 2015 with the same terms as Company without the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time prior written consent of the transferRepresentatives, and (y) the Company shall authorize its transfer agent such consent not to decline to make any transfer of such shares in violation of such lock-up agreementsbe unreasonably withheld. 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(l8(m) hereof for an officer or director of the Company and provide provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B A 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 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 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, or submit to, 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, submission 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) any shares of Common Stock of the Company issued upon the conversion exercise of preferred stock options granted under Company Stock Plans or warrants outstanding on as of the date of this Agreement hereof, (C) any options and other awards granted under a Company Stock Plan or shares issued pursuant to an employee stock purchase plan, in connection with the offering contemplated by this Agreement and each case, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) 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 (FE) shares of Common Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) 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 issued pursuant to this clause (FE) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, hereto and (y) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares of Common Stock and securities issued pursuant to clauses (B), (C) and (E) during the 180-day restricted period described above shall enter into an agreement substantially in violation the form of such lock-up agreementsExhibit 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 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 180 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, or submit to, 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, submission 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, in each case without the prior written consent of the RepresentativesRBC Capital Markets, LLC, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred options, restricted stock units or restricted stock awards or upon the vesting of awards, including restricted stock units or restricted stock awards, granted under Company Stock Plans and shares of Common Stock issued pursuant to the Company’s employee stock purchase plan, described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or warrants described as outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options options, restricted stock units, restricted stock awards, and other awards granted under Company Stock Plans Plans, including the Company’s employee stock purchase plan, described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating thereto, (E) any shares of Stock, options and equity awards granted to a new employees of the Company Stock Plan described in the Registration Statementas inducement awards pursuant to Nasdaq Listing Rule 5635(c)(4), the Pricing Disclosure Package and the Prospectus and (F) shares of Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition not less than a majority or controlling portion of the equity of another entity, provided that the aggregate number of shares of Stock issued pursuant to this clause (F) shall not exceed five percent (5%) 10% of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto, and (G) any shares of Stock issuable upon conversion of the Company’s $150.0 million aggregate principal amount of 3.00% Convertible Senior Notes due 2022; provided, further, that, in the case recipient of any such shares of Stock and securities issued pursuant to clauses (C), (DE) and or (F), (x) during the Company 60- day restricted period described above shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up enter into an agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverA hereto.

Clear Market. For a period of 180 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, or submit to, 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, submission disposition or filingfiling (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 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, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred options granted under Company Stock Plans or stock appreciation rights described as outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ED) 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 (FE) shares of Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (FE) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 180 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 file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition, submission 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, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (DC) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ED) 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 (FE) any shares of Stock of the Company, or other any securities convertible into or exercisable 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, strategic alliances, commercial or other collaborative transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint venturesor the acquisition or license of the business, marketing property, technology or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of other assets or acquisition of equity of another entityindividual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided, provided however, that the aggregate number of shares issued of Stock, or any securities convertible into or exercisable or exchangeable for Stock, that the Company may issue or agree to issue pursuant to this clause (FE) shall not exceed five percent (5%) % of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; hereto and provided, further, that, in the case of clauses that (C), (Di) and (F), (x) the Company shall cause each newly appointed director or executive officer that is a recipient of any such shares of Stock or other securities of the Company issued pursuant to execute and deliver, on clauses (B) or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l(C) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (yii) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares in violation of such lockStock or securities issued pursuant to clause (E) during the 60-up agreements. If the Representativesday restricted period described above, 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 shall enter into an officer or director of the Company and provide the Company with notice of the impending release or waiver agreement 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 waiverA hereto.

Clear Market. For a period of 180 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, or submit to, 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, submission 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 RepresentativesXxxxxx Xxxxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion vesting of preferred restricted stock units or the exercise of options granted under Company Stock Plans or warrants described as outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ED) 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 (FE) shares of Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) 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 issued pursuant to this clause (FE) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, hereto and (y) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares in violation of such lockStock and securities issued pursuant to this clause (E) during the 90-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter day restricted period described in Section 6(l) hereof for above shall enter into an officer or director of the Company and provide the Company with notice of the impending release or waiver agreement 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 waiverA hereto.

Clear Market. For a period of 180 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, 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, 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, or publicly disclose the intention to enter into any such swap or other agreement, 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 conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (DC) 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 issuance of shares or grant of purchase rights under the Company’s 2018 Employee Stock Purchase Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) 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 (F) shares of Stock or other securities issued 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) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (B), (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 180 60 days after the date of the Prospectus, each of the Company and Evolent Health will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, 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, submission 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 RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co., other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise or settlement of options granted under Company Stock Plans; provided that if the recipient of any such shares of Stock has previously delivered a “lock-up” agreement to the Representatives substantially in the form of Exhibit A hereto, such shares of Stock will be subject to the terms of such lock-up, (C) the grant by the Company of awards under Company Stock Plans described as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under the issuance of shares of Class A Common Stock in connection with the Valence Merger Agreement, (E) the filing of a Company Stock Plan described 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, (EF) the issuance of shares of Class A Common Stock payable to the extent required pursuant to the earnout relating to the Company’s strategic alliance with Passport Health Plan, (G) the filing by the Company of any one registration statement on Form S-8 or S-3 with the Commission to register Stock and/or securities convertible into Stock for primary transactions by the Company and any amendments thereto, which registration statement may, at the Company’s option, include a successor form thereto prospectus relating to Stock registered on the Company’s registration statement on Form S-3, File No. 333-212709, initially filed on July 28, 2016 (the “Primary Shelf”) and which may upon effectiveness also constitute a Company Stock Plan described post-effective amendment to the Primary Shelf, provided that any transactions, offerings or “takedowns” thereunder remain subject to the restrictions contained in this Section 4(h) to the Registration Statementextent applicable, (H) the Pricing Disclosure Package and the Prospectus and (F) issuance of shares of Stock or other securities issued (including securities convertible into shares of Stock) in connection with a transaction 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 an unaffiliated third party that includes a bona fide commercial relationship any such acquisition, (I) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, marketing strategic transactions or distribution arrangements, collaboration agreements, intellectual property license agreements, other commercial relationships (including issuances to current or lending agreements prospective customers or arrangementspartners) or (J) any acquisition shares of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) Class A Common Stock issuable upon conversion of the total number Company’s $125.0 million aggregate principal amount of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto2.00% Convertible Senior Notes due 2021; provided, further, provided that, in the case of clauses (C), (DG) and (FI), (x) the Company shall cause each recipient aggregate number of such shares of Stock or other securities issued in all such acquisitions and transactions shall not exceed 7.5% of the issued and outstanding Stock of the Company to execute on the Closing Date and deliver, on or prior any recipients of such Shares shall deliver a “lock-up” agreement to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. 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 Representatives 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 waiverA hereto.

Clear Market. For a period of 180 through and including 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, or submit to, 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, submission 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, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) 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 described as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under the filing of a Company Stock Plan described 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, (E) the filing by the Company issuance 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 (F) shares of Stock or other securities issued (including securities convertible into shares of Stock) in connection with a transaction 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 an unaffiliated third party that includes a bona fide commercial relationship any such acquisition or (F) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with joint ventures, marketing commercial relationships or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, other strategic transactions; provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (DE) and (F), (x) the Company shall cause each recipient aggregate number of such shares of Stock or other securities issued in all such acquisitions and transactions does not exceed 10% of the issued and outstanding Stock of the Company to execute on the Closing Date and deliver, on or prior any recipients of such Shares shall deliver a “lock-up” agreement to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. 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 Underwriter 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 waiverA hereto.

Clear Market. For a Without the prior written consent of the Initial Purchasers, the Company will not, during the period of 180 ending 60 days after the date of the ProspectusOffering Memorandum, 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, 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 StockCommon Stock (other than issuances of shares of Common Stock in connection with the Company’s secondary listing of shares on the OMX Nordic Exchange and DIFX), or publicly disclose the intention to make any offer, sale, pledge, disposition, submission or filing, or (ii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (iii) file with the Commission a registration statement under the Securities Act relating to any additional shares of its Common Stock or securities convertible into, or exchangeable for, any such shares of its Common Stock (other securitiesthan a registration statement on Form S-8, with respect to any of the foregoing and other than in connection with the SLP Registration Rights Agreement or the Dubai Registration Rights Agreement) or publicly disclose the intention to effect any transaction described in clause (i), (ii) or (iii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without ; provided that the prior written consent of the Representatives, other than foregoing shall not apply to (A) the Shares to be sold hereundersale of the Securities under this Agreement or the issuance of any Underlying Securities, (B) the issuance of shares of Common Stock pursuant to existing employee benefit plans of the Company, the grant by the Company of employee or director stock options in the ordinary course of business, the issuance by the Company of any shares of Common Stock upon the exercise of the Company issued upon an option or warrant or the conversion of preferred stock a security outstanding on the date hereof, (C) the issuance of this Agreement any shares of Common Stock in connection with the offering contemplated by this Agreement and Transactions as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the ProspectusOffering Memorandum, (D) the issuance of Common Stock or any options and other awards granted under securities convertible into or exercisable or exchangeable for Common Stock in connection with (i) the acquisition of all or substantially all or significantly all of the assets, property or equity of another person or all or substantially all or significantly all of the assets, property or equity of a subsidiary, business segment, business unit or business division thereof or (ii) the merger or consolidation or similar transaction of the Company Stock Plan described in or any wholly owned subsidiary of the Registration Statement, the Pricing Disclosure Package and the ProspectusCompany with another person, (E) 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 respect of the Registration Statement, the Pricing Disclosure Package Securities and the Prospectus and (F) shares of Stock or other securities issued 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) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant heretoUnderlying Securities; provided, further, that, in the case of clauses (C), (D) and (F), (x) that the Company shall cause each recipient of such shares of Stock or other securities will notify the Initial Purchasers upon any issuance pursuant to clause (E) above. 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 execute and deliver, on the Company occurs; or (2) prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time expiration of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock60-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiverday restricted period, the Company agrees 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 announce apply until the impending expiration of the 18-day period beginning on the issuance of the earnings 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 occurrence of the release material news or waivermaterial event.

Clear Market. For a period of 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, 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, submission 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 RepresentativesJ.P. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, other than (A) the Shares to be sold hereunder, (B) any shares of Common Stock of the Company issued upon the conversion of convertible preferred stock or in exchange for other securities outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options or other awards granted under the Company Stock Plans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any shares of Common Stock issued upon the exercise of options and or with respect to any other awards granted under a Company Stock Plan Plans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a any successor form thereto relating to a any Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Prospectus, and (F) shares of Common Stock or other securities issued 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 arrangementslicensing agreements) or any acquisition of assets of not less than a majority or acquisition controlling portion of the equity of another entity, provided that (x) the aggregate number of the shares issued pursuant to this clause (F) shall not exceed more than five percent (5%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; providedto this Agreement, furtheror, thatif the Option Shares have been issued and sold pursuant to this Agreement, in the case Shares, and (y) the recipient of any such shares of Common Stock or securities issued pursuant to clauses (C), (D) and (F), (x) during the Company Restricted Period shall cause each recipient enter into an agreement substantially in the form of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreementsExhibit D hereto. If the RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. 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 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 180 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, or submit to, 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, submission 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 (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred stock options granted under Company Stock Plans or warrants described as outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) 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 pursuant to this clause (EC) to an officer or director of the Company, each such recipient of such grant shall have signed and delivered an agreement substantially in the form of Exhibit B 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 (FE) shares of Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) 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 issued pursuant to this clause (FE) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, hereto and (y) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares in violation of such lockStock and securities issued pursuant to this clause (E) during the 90-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter day restricted period described in Section 6(l) hereof for above shall enter into an officer or director of the Company and provide the Company with notice of the impending release or waiver agreement 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 waiverhereto.

Clear Market. For a period of 180 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, 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, submission or filing, 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, or publicly disclose the intention to undertake any of the transactions described 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, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of convertible preferred stock and convertible promissory notes outstanding on the date of this Agreement in connection with the offering transactions contemplated by this Agreement and as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock capital stock of the Company issued upon the exercise of options granted under Company Stock Plans warrants described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any shares of Stock of the Company issued upon the exercise, vesting or settlement of options and or other awards granted under a Company Stock Plan Equity Plans or pursuant to any employee stock purchase plan of the Company, in each case described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) any options, shares of Stock and other awards granted under a Company Equity Plan or employee stock purchase plan of the Company, in each case described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (F) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Equity Plan or employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (FG) shares the issuance of Stock or other securities issued by the Company in connection with a transaction with an unaffiliated third party that includes a bona fide mergers, acquisitions or commercial relationship or strategic transactions (including without limitation, joint ventures, marketing or distribution arrangements, collaboration agreements, agreements or intellectual property license agreements), or lending agreements or arrangements) or including any acquisition of assets or acquisition of equity of another entitysecurities issuance agreement entered into in connection with the foregoing, provided that the aggregate number of shares issued pursuant to this clause (FG) shall does not exceed five percent (5%) 10% of the total number of Company’s securities outstanding shares of Stock immediately following the issuance and sale as of the Underwritten Shares pursuant heretodate hereof issued by the Company; provided, further, that, in provided that the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of any such shares of Stock or other securities issued pursuant to clause (G) during the 90-day restricted period described above shall enter into an agreement for the remainder of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. 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 Restricted Period 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 waiverA hereto.

Clear Market. For a period of 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 or, except in the case of a registration statement on Form S-8 with respect to employee benefits plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and any registration statement required to be filed in order to meet the Company’s obligations under the Registration Rights Agreement as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the filing of which will occur on April 29, 2011), file with, or submit to, 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, submission 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 Credit Suisse Securities (USA) LLC, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as warrants described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any stock options, restricted stock units or other equity-based awards, and any shares of Stock of the Company issued upon the exercise of options underlying or subject to such compensatory awards, granted under Company Stock Plans described pursuant to 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 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, (D) any shares of Stock of the Company issued upon the exercise of options or the vesting of restricted stock units outstanding on the date hereof and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) 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 (F) shares of Stock or other securities issued in connection with a transaction the acquisition by the Company of the securities, business, property or other assets of another person or entity, or pursuant to any employee benefit plan assumed by the Company in connection with an unaffiliated third party that includes a bona fide commercial relationship any such acquisition, or (including F) any securities issued in connection with joint ventures, marketing commercial relationships or distribution arrangementsother strategic transactions, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, that prior to any issuance in the case of clauses clause (C), (DE) and or (F), (x) the Company shall cause each such recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior deliver to the issuance of such shares, Representatives a lockLock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. 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 Up Agreement substantially in the form of Exhibit B hereto at least three business days before A, and provided, further, that any issuances in the effective date case of clause (E) or (F) shall not, in the aggregate, exceed 10% of the release or waivershares of capital stock of the Company outstanding immediately following the later of the Closing Date and the last Additional Closing Date. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit C hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date 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 waiverthe occurrence of the material news or material event.

Clear Market. For a period of 180 30 days after the date of the ProspectusProspectus (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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (collectively with the Stock, the “Lock-Up Securities”), or publicly disclose the intention to make undertake any offer, sale, pledge, disposition, submission 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 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 Representatives, other than Underwriters. The restrictions contained in the preceding sentence 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 conversion or exchange of preferred stock convertible, exchangeable or exercisable securities, including upon the exercise of warrants in connection with a redemption of such warrants by the Company, outstanding on as of the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any the issuance by the Company of options to purchase shares of Stock of the Company issued upon the exercise of options granted and other equity incentive compensation, including restricted stock or restricted stock units, under Company Stock Plans stock option or similar plans described in the Registration Statement, the Pricing Disclosure Package and the ProspectusProspectus or under stock option or similar plans of companies acquired by the Company in effect on the date of acquisition, (D) any shares of Stock issued upon the exercise of options and other awards granted under a Company Stock Plan such stock option or similar plans described in the Registration Statement, the Pricing Disclosure Package and the ProspectusProspectus or under stock option or similar plans of companies acquired by the Company in effect on the date of acquisition, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto with the Commission relating to a Company Stock Plan described in the Registration Statementoffering of securities pursuant to the terms of such stock option or similar plans, the Pricing Disclosure Package and the Prospectus and (F) shares the issuance by the Company of Stock or other securities issued Lock-Up Securities in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing acquisition or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entitybusiness combination, provided that the aggregate number of shares of Stock issued pursuant to this clause (F) during the Lock-Up Period shall not exceed five percent (5%) % of the total number of outstanding shares of Stock immediately following issued and outstanding on the issuance and sale closing date of the Underwritten Shares pursuant hereto; providedoffering, further, and provided further that, in the case of clauses (C), (D) and any issuance pursuant to this clause (F), (x) the Company shall cause each any recipient of such shares of Stock or other securities of the Company to execute shall have executed and deliver, on or prior delivered to the issuance of such shares, Underwriters a lock-up agreement on substantially in the same terms form attached as Exhibit A without the lock-up agreements described prior written consent of the Underwriters, (G) the redemption by the Company of warrants, whether for delivery of shares of Stock or in Section 6(lcash and (H) hereof the filing by the Company of any registration statement with respect to the extent and for the duration that such terms remain in effect at the time registration of securities to be resold by stockholders of the transferCompany as required by the registration rights agreement dated as of November 1, 2021 and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive not prohibited by 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 agreements substantially in the form of attached as Exhibit A hereto to be entered into by the persons listed in Annex 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 waiverhereto.

Clear Market. For a period of 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, 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, submission 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 RepresentativesJ.X. Xxxxxx Securities LLC and Gxxxxxx Sachs & Co. LLC, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the ProspectusPlans, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) 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 (FE) shares of Stock or other securities issued 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) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (FE) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (CB), (D) and (FE), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the RepresentativesJ.X. Xxxxxx Securities LLC and Gxxxxxx Sachs & Co. 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 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 or as otherwise permitted under FINRA Rule 5131 at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 180 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, submit or file with, or submit to, 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, 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 (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) 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 described as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under the filing of a Company Stock Plan described 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 filing 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 registration statement on Form S-8 employee benefit plan assumed by the Company in connection with any such acquisition, or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) the issuance of shares of Stock or other securities issued (including securities convertible into shares of Stock) in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing commercial relationships or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, other strategic transactions; provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (DE) and (F), (x) the Company shall cause each recipient aggregate number of such shares of Stock or other securities issued in all such acquisitions and transactions does not exceed 5% of the outstanding Stock of the Company to execute following the offering of the Shares and deliver, on or prior to the issuance any recipients of such shares, Shares shall deliver a “lock-up up” agreement on substantially in the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time form of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. Exhibit 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(l8(m) hereof for an officer or director of the Company and provide the Company with notice of the such impending release or waiver substantially in the form of Exhibit B A hereto at least three business days before the effective date of the such release or waiver, the Company agrees to announce the such impending release or waiver by a press release substantially in the form of Exhibit C B hereto through a major news service at least two business days before the effective date of the such release or waiver.

Clear Market. For a During the period of 180 beginning from the date hereof and continuing to and including the date 30 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not to (i) offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase, short sale or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, with the Commission a registration statement under the Securities Act relating to, any securities of the Company that are substantially similar to the Shares, including but not limited to any options or warrants to purchase shares of Stock common stock or any securities that are convertible into or exercisable exchangeable for, or exchangeable for Stockthat represent the right to receive, common stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission disposition or filing, 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 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 common stock or such other securities, in cash or otherwise, otherwise without the your prior written consent of consent. 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 Stock common stock upon the exercise of options, in connection with the Company issued upon vesting or settlement of a restricted stock unit award, or the conversion of preferred stock a security outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and hereof as described in the Registration Statement, the Pricing Disclosure Package and the Time of Sale Information or Prospectus, (C) any the grant of compensatory equity-based awards, or the issuance of shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described common stock with respect thereto, made pursuant to compensatory equity-based plans disclosed in the Registration Statement, the Pricing Disclosure Package and the Time of Sale Information or Prospectus, (D) any options and other awards granted under a Company Stock Plan described 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 Time of Sale Information or Prospectus, (E) the filing by the Company of any a registration statement on Form S-8 to register common stock issuable pursuant to any employee benefit plans, qualified stock option plans or a successor form thereto relating to a Company Stock Plan other employee compensation plans, described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and Time of Sale Information or Prospectus, (F) shares the sale or issuance of Stock or entry into an agreement to issue common stock or any securities convertible into, or exercisable or exchangeable for, 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 ventures, strategic alliances, licensing, commercial or other securities issued collaborative transactions, or the assumption of an employee benefit plan in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing merger or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, acquisition; provided that the aggregate number of shares issued common stock or any securities convertible into, or exercisable or exchangeable for, common stock that the Company may issue or agree to issue pursuant to this clause (F) shall not exceed five percent (5%) 10% of the total number outstanding share capital of outstanding shares of Stock the Company immediately following the issuance and sale of the Underwritten Shares pursuant hereto; providedShares, and provided further, that, in that the case recipients of clauses (C), (D) and (F), (x) the Company shall cause each recipient of any such shares of Stock or other common stock and securities of issued pursuant to this clause (F) during the Company to execute and deliver, 45-day restricted period described above shall enter into an agreement substantially in the form attached hereto on or prior to the such issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (yG) facilitating the Company shall authorize its transfer agent to decline to make any transfer establishment of such shares in violation a trading plan on behalf of such lock-up agreements. If the Representativesa stockholder, 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 pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that (i) such plan does not provide for the transfer of common stock during the Restricted Period and provide (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company with notice regarding the establishment of such plan, such announcement or filing shall include a statement to the impending release or waiver substantially in effect that no transfer of common stock may be made under such plan during 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 waiverRestricted Period.

Clear Market. For a period of 180 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, or submit to, 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, submission 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 (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise of options or warrants or the conversion of preferred stock a security outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement hereof and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any the grant of options or the issuance of shares of Stock by the Company to employees, officers, directors, advisors or consultants of the Company issued upon pursuant to employee benefit plans in effect on the exercise of options granted under Company Stock Plans date hereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any a registration statement with the Commission on Form S-8 in respect of any shares issued under or a successor form thereto relating the grant of any award pursuant to a Company Stock Plan an employee benefit plan in effect on the date hereof and described in the Registration Statement, Prospectus or (E) the Pricing Disclosure Package and the Prospectus and (F) sale or issuance of or entry into an agreement to sell or issue shares of Stock or other securities issued convertible into or exercisable or exchangeable for Stock in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship any (including 1) mergers, (2) acquisition of securities, businesses, proper or other assets, (3) joint ventures, marketing (4) strategic alliances, (5) equipment leasing arrangements or distribution arrangements(6) debt financing; provided, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued of Stock or securities convertible into or exercisable for Stock (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 (FE) shall not exceed five percent (5%) % of the total number of outstanding shares of the Company’s Stock issued and outstanding immediately following the issuance and sale completion of the Underwritten Shares pursuant heretotransactions contemplated by this Agreement; provided, and provided further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause that each recipient of such shares of Stock or other securities of the Company convertible into or exercisable for Stock pursuant to this clause (E) shall execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverA hereto.

Clear Market. For a period of 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, or submit to, 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, submission 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 RepresentativesXxxxx and Company, LLC, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the ProspectusPlans, (DC) 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 (EC) 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, the Pricing Disclosure Package and the Prospectus and (FE) shares of Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) 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 issued pursuant to this clause (FE) shall not exceed five ten percent (510%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, hereto and (y) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares in violation of such lock-up agreements. If Stock and securities issued pursuant to this clause (E) during the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter 180 day restricted period described in Section 6(l) hereof for above shall enter into an officer or director of the Company and provide the Company with notice of the impending release or waiver agreement 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.A.

Clear Market. For a period of 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, or submit to, with the Commission a registration statement under the Securities Act relating to, any shares of Stock Ordinary Shares or Class B Ordinary Shares (as defined below) or any securities convertible into or exercisable or exchangeable for StockOrdinary Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission 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 RepresentativesJ.X. Xxxxxx Securities LLC, other than (A) the Shares to be sold issued hereunder, (B) any shares of Stock Ordinary Shares of the Company issued upon the conversion exercise of preferred options or warrants granted or sold under company stock plans or other equity incentive plans of the Company or its subsidiaries including, for the avoidance of doubt, Ordinary Shares or Class B Ordinary Shares of the Company issued upon the exercise of the outstanding on the date of this Agreement warrants, in connection with the offering contemplated by this Agreement and as each case where such plans are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock options or warrants granted or sold under equity incentive plans of the Company issued upon the exercise of options granted under Company Stock Plans or its subsidiaries described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a an equity incentive plan of the Company Stock Plan or its subsidiaries described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Prospectus, (E) up to an aggregate of [203,529]1 Ordinary Shares or Class B Ordinary Shares (or warrants to purchase such Ordinary Shares or Class B Ordinary Shares) issuable pursuant to agreements entered into by the Company in connection with the acquisition of assets or equity of another entity prior to the date hereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (F) shares of Stock Ordinary Shares or other securities of the Company issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or equity of another entity (whether by merger, consolidation, acquisition of equity of another entityinterests or otherwise), provided that (x) the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock Ordinary Shares and Class B Ordinary Shares immediately following the issuance and sale of the Underwritten Shares pursuant hereto and (y) Ordinary Shares or other securities issued pursuant to this clause (F) shall be subject to a contractual agreement, substantially in the form of Exhibit E hereto; provided, further, that, and provided further that in the case of clauses (B), (C), or (DE) and (F)above, (x) the Company shall cause hereby agrees not to amend, supplement or accelerate the vesting of any such outstanding warrants without the prior written consent of J.X. Xxxxxx Securities LLC for a period of 180 days after the date of the Prospectus. For the avoidance of doubt, the Company’s conversion in connection with this offering of each recipient of such shares of Stock or other securities existing ordinary share of the Company to execute with a par value of €0.125347364 per share into one Class B ordinary share with a par value of €0.01 per share (a “Class B Ordinary Share”) and deliver, on or prior to the issuance one deferred share with a par value of such shares, €0.115347364 per share and any share split undertaken in connection with this offering shall not constitute a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreementsthis Section 4(h). If the RepresentativesJ.X. Xxxxxx Securities LLC, in their its sole discretion, agree agrees 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 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 180 75 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, or submit to, 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, submission 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 Common Stock of the Company issued upon the conversion exercise, vesting or settlement of preferred options, restricted stock units, stock appreciation rights or other awards granted under or covered by the Company Stock Plans, (C) any shares of Common Stock of the Company issued upon the exercise of warrants outstanding on the date of this Agreement the Prospectus, as described in connection with the offering contemplated by this Agreement Registration Statement, Pricing Disclosure Package and the Prospectus, (D) sales of securities of the Company pursuant to the Company’s employee stock purchase plan and grants of equity awards under the Company Stock Plans, in each case as described in the Registration Statement, Pricing Disclosure Package and Prospectus, (E) the filing of a registration statement on Form S-8 as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (EF) the filing by the Company issuance 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 (F) shares of Stock or other securities issued (including securities convertible into shares of Stock) in connection with a transaction 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 an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, intellectual property license agreementsany such acquisition, or lending agreements or arrangements(G) or any acquisition the issuance of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale or other securities (including securities convertible into shares of the Underwritten Shares Stock) pursuant heretoto equipment leasing arrangements or debt financing; provided, further, provided that, in the case of clauses (C), (DF) and (FG), (x) the Company it being understood that any recipient shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in enter into a lock-up letter described in Section 6(l) hereof for an officer or director of with the Company and provide the Company with notice of the impending release or waiver substantially Representatives in the form contemplated by Exhibit A; provided that in the case of Exhibit B hereto at least three business days before the effective date clause (G) no filings are required to be made under Section 16(a) of the release or waiverExchange Act in connection with such issuance; provided further that, the Company agrees to announce the impending release or waiver by a press release substantially in the form case of Exhibit C hereto through a major news service at least two business days before the effective date clauses (F) and (G), taken together, no more than 5.0% of the release or waivertotal outstanding shares of Stock as of the Closing Date are transferred, in the aggregate, during the 75-day restricted period.

Clear Market. For a period of 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, 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, submission 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) 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 transactions contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the ProspectusAgreement, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Equity Plans described in or pursuant to any employee stock purchase plan of the Registration Statement, the Pricing Disclosure Package and the ProspectusCompany, (D) any options options, shares of Stock and other awards granted under a Company Stock Equity Plan or employee stock purchase plan of the Company, in each case described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Equity Plan or employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Prospectus, and (F) shares of Stock or other securities issued 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) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant up to this clause (F) shall not exceed five percent (5%) % of the total number of Company’s securities outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto, issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions (including, without limitation joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements); provided, further, that, in provided that the case recipient of any such shares of Stock or securities issued pursuant to clauses (C), (D) ), and (F), (x) during the Company 180-day restricted period described above shall cause each recipient of such shares of Stock or other securities enter into an agreement for the remainder of the Company to execute and deliver, on or prior to Restricted Period substantially in the issuance form of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreementsExhibit D hereto. If the RepresentativesX.X. Xxxxxx Securities LLC, in their its sole discretion, agree agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 180 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition, submission 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, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred stock outstanding on the date options or settlement of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectusawards granted under Company Stock Plans, (C) any shares of Stock of the Company issued upon to SoftBank Group Capital Limited or any of its affiliates (collectively, “SoftBank”) pursuant to the exercise of options granted under joint venture agreement, dated May 9, 2017 (as amended), by and between the Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the ProspectusSoftBank, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) 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, (F) the issuance of up to $5,000,000 in shares of Stock in connection with an acquisition transaction entered into prior to the date of this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus provided that the shares are issued in accordance with the terms of the applicable acquisition agreement, and (FG) shares of Stock or other securities issued 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 arrangementslicensing agreements) or any acquisition of assets of not less than a majority or acquisition controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (FG) shall not exceed more than five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case to this Agreement and (y) each newly appointed director or executive officer that is a recipient of any such shares of Stock or securities issued pursuant to clauses (CB), (D) and or (F), (xG) during the Company Restricted Period shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up enter into an agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverA hereto.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company EVO Parties will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with, or confidentially submit to, 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, submission 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 (A) the Shares to be sold hereunderhereunder or issued as part of the Reorganization Transactions or pursuant to the Exchange Agreement, (B) any grants of options, shares of Stock and other awards to purchase or receive shares of the Company Stock issued upon the conversion of preferred stock outstanding under any employee benefit plan in effect on the date of this Agreement in connection with the offering contemplated by this Agreement and as hereof or that is described in the Registration Statement, the Pricing Disclosure Package and the ProspectusPackage, (C) any issuances of shares of Stock of the Company issued upon the exercise or settlement of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and or other awards granted under a Company Stock Plan any employee benefit plan in effect on the date hereof or that is described in the Registration Statement, the Pricing Disclosure Package and the ProspectusPackage, (ED) the filing by the Company of any registration statement on Form S-8 (or any successor form), (E) establishing a successor form thereto relating trading plan pursuant to a Company Rule 10b5-1 under the Exchange Act for the transfer of shares of Stock Plan described in (provided, that such plan does not provide for the Registration Statement, transfer of Stock during the Pricing Disclosure Package 180-day restricted period and no public announcement or filing under the Prospectus Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of any EVO Party) and (F) issuing shares of Stock or other securities issued in connection with a any acquisitions, strategic investments or any other transaction with an unaffiliated third party that includes a bona fide commercial relationship with the Company or any of its subsidiaries (including joint ventures, marketing or distribution arrangements, collaboration agreements, agreements or intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, (provided that (x) the aggregate number of shares of Stock issued pursuant to this clause (F) shall not in no event exceed five percent (5%) % of the total number of outstanding shares of Stock immediately following the issuance and sale outstanding as of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) Closing Date and (F), (xy) the Company shall cause each recipient of such shares of Stock or other securities of the Company to shall execute and deliver, on or prior deliver to the issuance Representative a letter substantially in the form of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreementsExhibit D hereto). If the RepresentativesX.X. Xxxxxx Securities LLC, in their its sole discretion, agree agrees to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 6(l8(m) hereof for an officer or director of the Company and provide 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 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, or submit to, 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, submission 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 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred stock options granted under Company Stock Plans or warrants described as outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided that the Company shall use commercially reasonable efforts to cause the recipient of such shares of stock issued pursuant to this clause (B) during the 180-day restricted period described above to enter into an agreement substantially in the form of Exhibit D hereto, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ED) 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 (FE) shares of Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) 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 issued pursuant to this clause (FE) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, hereto and (y) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares of Stock and securities issued pursuant to this clause (E) during the 180-day restricted period described above shall enter into an agreement substantially in violation the form of such lock-up agreementsExhibit D hereto. If the RepresentativesX.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l6(n) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 180 60 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 transfer, dispose of or dispose ofhedge, directly or indirectly, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission or filing, 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 Stock or any such other securitiesStock, 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 the grant of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as awards pursuant to employee benefit plans or arrangements described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusProspectus or approved by the Company’s shareholders after the date hereof, including in connection with the settlement of restricted share units, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described an option or upon conversion or exchange of convertible or exchangeable securities disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, (D) the issuance of securities pursuant to any options and other awards granted under a Company Stock Plan described registration statement on Form S-8 pursuant to any benefit plans or arrangements disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, Prospectus or approved by the Company’s shareholders after the date hereof and (E) the filing by issuance of 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 (F) Company’s common shares of Stock or other securities issued 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 agreementsthe acquisition of the assets of, or lending agreements a majority or arrangements) controlling portion of the equity of, or any acquisition of assets or acquisition of equity of a joint venture with, another entity, provided provided, however that (i) the aggregate number of shares issued pursuant to this clause (F) so issued, considered individually and together with all such previous acquisitions or joint ventures, if any, announced during the 60-day restricted period, shall not exceed five percent (5%) 20% of the total number of Company’s common shares issued and outstanding shares of Stock immediately following the issuance and sale as of the Underwritten Shares pursuant hereto; provideddate of each acquisition agreement or joint venture agreement, further, that, in as the case of clauses (C)may be, (D) and (F), (xii) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer each recipient of such shares shall agree in violation of such lock-up agreements. If writing with you, in an agreement in the form to be agreed to by the Representatives, in their sole discretionnot to sell, agree to release offer, dispose or waive otherwise transfer any such shares or options during the restrictions set forth in a lock60-up letter described in Section 6(l) hereof for an officer or director day restricted period, without the prior written consent of the Company and provide Representatives. Notwithstanding the Company with notice foregoing, if (1) during the last 17 days 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 waiver60-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit C hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date 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 waiverthe occurrence of the material news or material event.

Clear Market. For a period of 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, or submit to, 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, submission 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 grants of options, shares of Stock and other awards to purchase shares of the Stock issued under any Company issued upon the conversion of preferred stock outstanding Stock Plans (1) as in effect on the date of this Agreement in connection with hereof or to be established prior to the offering contemplated by this Agreement Closing Date and as (2) that are described in the Registration Statement, the Pricing Disclosure Package and the ProspectusPackage, (C) any issuances of shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and or other awards granted under a any Company Stock Plan Plans (1) in effect on the date hereof or to be established prior to the Closing Date and (2) that are described in the Registration Statement, the Pricing Disclosure Package and the ProspectusPackage, (ED) the filing by the Company of any registration statement on Form S-8 (or a any successor form thereto relating form), (E) 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 a Company Stock Plan be issued pursuant to this Section 5(h) and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) shares of Stock or other securities capital stock of the Company issued in connection with a any acquisitions, strategic investments or any other transaction with an unaffiliated third party that includes a bona fide commercial relationship with the Company (including joint ventures, marketing or distribution arrangements, collaboration agreements, agreements or intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity), provided that the aggregate number of shares of Stock issued pursuant to this clause (E) during the 180-day restricted period shall not exceed 7.5% of the total number of shares of Stock issued and outstanding on the Closing Date and provided further, that in the case of any issuance of shares of capital stock pursuant to this clause (F) shall not exceed five percent (5%) any recipient of the total number of outstanding shares of Stock immediately following the issuance capital stock shall have executed and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior delivered to the issuance of such shares, Representatives a lock-up agreement on substantially letter in the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time form of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreementsExhibit A 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(l8(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 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, or submit to, 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 (other than the grant or issuance of Stock or any securities convertible into or exercisable or exchangeable for Stock, other shares, options or other awards pursuant to Company Stock Plans, employee benefit plans, option plans or other employee compensation plans existing on the date hereof or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus), or publicly disclose the intention to make any offer, sale, pledge, disposition, submission 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 the Stock of to be sold to Xxxxxxx Xxxxxx by the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with his employment with the offering contemplated by this Agreement and Company as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, Prospectus or (C) any shares of the Stock of the Company issued (1) upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the ProspectusPlans, (D2) any options and other awards granted under a Company Stock Plan described in pursuant to the Registration Statement, exercise of warrants outstanding on the Pricing Disclosure Package and date of the Prospectus, Prospectus or (E3) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating directly to a Company Stock Plan described in seller of a business or assets as part of the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) shares of Stock purchase price or other securities issued private placements in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint venturesacquisitions thereof by the Company; provided, marketing or distribution arrangementsthat, collaboration agreementsany such recipient of such shares of common stock will agree to be bound by these restrictions for the remainder of such 180-day period and provided, intellectual property license agreementsfurther, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued of Stock that the Company may offer pursuant to this clause (F3) shall not exceed five percent (5%) 10% of the total number of outstanding shares of Stock issued and outstanding immediately following the issuance and sale completion of the Underwritten Shares pursuant hereto; provided, further, that, in offering contemplated by the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreementsProspectus. 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(l6(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 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, purchase or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, 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, submission 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, (B) any shares of Stock of grant by the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as awards under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the ProspectusPackage, (Cb) any shares of Stock of the Company issued upon the exercise or settlement of options awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the ProspectusPackage, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Ec) the filing of a Registration Statement on Form S-8 (or equivalent forms) in connection with an employee stock compensation plan or agreement of the Company, (d) the issuance of securities in connection with the acquisition by the Company or any of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in its subsidiaries of the Registration Statementsecurities, the Pricing Disclosure Package and the Prospectus and (F) shares of Stock businesses, property or other securities issued assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with a transaction any such acquisition, or (e) the issuance of securities in connection with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing commercial relationships or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, other strategic transactions; provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (Dd) and (Fe), (x) the aggregate number of shares issued in all such acquisitions and transactions does not exceed 10% of the outstanding Common Stock following the offering of the Shares and prior to any such issuance the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior deliver to the issuance of such shares, you a “lock-up up” agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business A hereto. Notwithstanding the foregoing, if (1) during the last 17 days before the effective date of the release or waiver180-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit C hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date 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 waiverthe occurrence of the material news or material event.

Clear Market. For a period of 180 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition, submission 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, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred stock outstanding on the date options or settlement of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectusawards granted under Company Stock Plans, (C) any shares of Stock of the Company issued upon to SoftBank Group Capital Limited or any of its affiliates (collectively, “SoftBank”) pursuant to the exercise of options granted under joint venture agreement, dated May 9, 2017 (as amended), by and between the Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the ProspectusSoftBank, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) 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 Prospectus, and (F) shares of Stock or other securities issued 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 arrangementslicensing agreements) or any acquisition of assets of not less than a majority or acquisition controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (F) shall not exceed more than five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case to this Agreement and (y) each newly appointed director or executive officer that is a recipient of any such shares of Stock or securities issued pursuant to clauses (CB), (D) and or (F), (x) during the Company Restricted Period shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up enter into an agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverA hereto.

Clear Market. For a period of 180 ninety (90) days after the date of the Prospectushereof, the Company will not (i) other than the Private Placement, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, 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 shares of Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission 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 shares of 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 shares of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (A) the Shares Securities to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the ProspectusPlans, (DC) any options and other awards granted under a Company Stock Plan Plan, which is described in or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, provided that, prior to the grant of any such options or other awards by the Company to a director or executive officer of the Company pursuant to this clause (C) during the 90 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, (ED) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan which is described in or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus Offering Memorandum and (FE) shares of Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) 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 issued pursuant to this clause (FE) shall not exceed five ten percent (510%) of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Underwritten Shares Securities pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, hereto and (y) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares in violation of such lock-up agreements. If Common Stock and securities issued pursuant to this clause (E) during the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter 90 day restricted period described in Section 6(l) hereof for above shall enter into an officer or director of the Company and provide the Company with notice of the impending release or waiver agreement substantially in the form of Exhibit B hereto at least three business days before A, and (F) shares of Common Stock issued to Nant Capital, LLC pursuant to the effective date terms 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 waiverIntercompany Note.

Clear Market. For a period of 180 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, 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, submission 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 (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred stock outstanding on options granted pursuant to the date stock-based compensation plans of this Agreement in connection with the offering contemplated by this Agreement Company and as its subsidiaries (the “Company Stock Plans”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options and other awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a the shares of Stock granted pursuant to or reserved for issuance under Company Stock Plan Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and Prospectus, (FE) shares of Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares of Stock issued pursuant to this clause (FE) shall not exceed five percent (5%) 5.0% of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, hereto and (y) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares in violation of such lockStock and securities issued pursuant to this clause (E) during the 60-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter day restricted period described in Section 6(l) hereof for above shall enter into an officer or director of the Company and provide the Company with notice of the impending release or waiver agreement substantially in the form of Exhibit B hereto at least three business days before A hereto, (F) the effective date issuance and sale by the Company, in a private placement to occur concurrently with the offering of the release or waiverShares contemplated hereby, of the number of shares needed to maintain Incyte’s current ownership percentage of the Company’s Common Stock at the same prices as the public offering price as the Shares, to Incyte and (G) the filing of an amendment to the registration statement on Form S-3 that was filed by the Company agrees on January 19, 2018, which shall solely register the additional shares sold to announce the impending release or waiver Incyte as permitted by a press release substantially in the form clause (F) of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverthis Section 4(h).

Clear Market. For a period of 180 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, or submit to, 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, submission 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 (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred stock options granted under Company Stock Plans or warrants described as outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ED) 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 (FE) shares of Stock or other securities issued 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, agreements or intellectual property license agreements, or lending agreements or arrangements) 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 issued pursuant to this clause (FE) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, hereto and (y) the Company shall authorize its transfer agent to decline to make recipient of any transfer of such shares in violation of such lockStock and securities issued pursuant to this clause (E) during the 90-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter day restricted period described in Section 6(l) hereof for above shall enter into an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release agreement 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 waiverhereto.

Clear Market. For a period of 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, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, 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 (A) the Shares to be sold hereunder, (B) 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 Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans Plans, (D) any shares of Stock issued upon the exercise of warrants outstanding on the date of this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (DE) any shares of Stock of the Company issued to SoftBank Group Capital Limited or any of its affiliates (collectively, SoftBank”) pursuant to the joint venture agreement, dated May 9, 2017 (as amended), by and between the Company and SoftBank and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (F) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (EG) 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 Prospectus, and (FH) shares of Stock or other securities issued 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 arrangementslicensing agreements) or any acquisition of assets of not less than a majority or acquisition controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (FH) shall not exceed more than five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in to this Agreement and (y) the case recipient of any such shares of Stock or securities issued pursuant to clauses (C), (D) and (F), (xE), (F) or (H) during the Company Restricted Period shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up enter into an agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverA hereto.

Clear Market. For a period of 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, 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, 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, or publicly disclose the intention to undertake any of the transactions described 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, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of convertible preferred stock and convertible promissory notes outstanding on the date of this Agreement in connection with the offering transactions contemplated by this Agreement and as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock capital stock of the Company issued upon the exercise of options granted under Company Stock Plans warrants described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any shares of Stock of the Company issued upon the exercise, vesting or settlement of options and or other awards granted under a Company Stock Plan Equity Plans or pursuant to any employee stock purchase plan of the Company, in each case described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) any options, shares of Stock and other awards granted under a Company Equity Plan or employee stock purchase plan of the Company, in each case described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (F) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Equity Plan or employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (FG) shares the issuance of Stock or other securities issued by the Company in connection with a transaction with an unaffiliated third party that includes a bona fide mergers, acquisitions or commercial relationship or strategic transactions (including without limitation, joint ventures, marketing or distribution arrangements, collaboration agreements, agreements or intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity), provided that the aggregate number of shares issued pursuant to this clause (FG) shall does not exceed five percent (5%) % of the total number Company’s securities outstanding as of outstanding the date hereof issued by the Company; provided that the recipient of any such shares of Stock immediately following the issuance and sale of the Underwritten Shares or securities issued pursuant hereto; providedto clauses (B), further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transferE), and (yG) during the Company 180-day restricted period described above shall authorize its transfer agent to decline to make any transfer enter into an agreement for the remainder of such shares the Restricted Period substantially in violation the form of such lock-up agreementsExhibit 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(l6(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 or through other means permitted by FINRA at least two business days before the effective date of the release or waiver, if required by FINRA Rule 5131.

Clear Market. For a period of 180 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, 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, 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 (A) the Shares Securities to be sold hereunderhereunder and the delivery of Warrant Shares upon exercise of the Warrants; provided, however, that the Company may (Bi) any issue Stock and options to purchase Stock, shares of Stock underlying options granted and other securities, each pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company issued upon in effect on the date hereof and described in the Pricing Disclosure Package; (ii) issue Stock pursuant to the conversion or the exercise of preferred stock securities that are outstanding on the date hereof and described in the Pricing Disclosure Package; (iii) enter into agreements providing for the issuance by the Company of this Agreement shares of Stock or any security convertible into or exercisable for shares of Stock in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and issue any registration statement on Form S-8 or a successor form thereto relating such securities pursuant to a Company Stock Plan described in any such agreement; (iv) enter into agreements providing for the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) issuance of shares of Stock or other securities issued any security convertible into or exercisable for shares of Stock in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing commercial relationships or distribution arrangementsother strategic transactions, collaboration and issue any such securities pursuant to any such agreements, intellectual property license agreements, or lending agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, ; provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (Diii) and (Fiv), (x) the Company shall cause each recipient aggregate number of such shares of Stock (assuming full conversion or other exercise of any securities convertible into or exercisable for Stock) that the Company may sell or issue or agree to sell or issue pursuant to clauses (iii) and (iv), taken together, shall not exceed 5.0% of the Company to execute total number of shares of Stock issued and deliver, on or prior outstanding immediately subsequent to the issuance completion of such sharesthe transactions contemplated by this Agreement; provided further that in the case of clauses (iii) and (iv), it shall be a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof condition to the extent and for the duration that such terms remain in effect at the time of the transfersale, and (y) the Company shall authorize its transfer agent to decline to make any issuance or transfer of such shares in violation of such lock-up agreements. If or other securities that the transferee executes and delivers to the Representatives, acting on behalf of the Underwriters, not later than one business day prior to such transfer, a written agreement, in their sole discretionsubstantially the form of Exhibit B to this Agreement, agree and otherwise satisfactory in form and substance to release the Representatives; and (v) adopt a new equity incentive plan, file 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 or waive any other employee benefit or equity incentive plan of the restrictions set forth in a lock-up letter Company described in Section 6(l) the Pricing Disclosure Package as of the date hereof for an (including, without limitation, the issuance of shares of Stock upon the exercise of options or other securities issued pursuant to such equity incentive plans), provided that such new equity incentive plan satisfies the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act. In addition, the Company will cause each executive officer or director of the Company and provide to furnish to the Company with notice of Representatives, prior to the impending release or waiver Closing Date, a letter, 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 waiverhereto.

Clear Market. For a period of 180 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, or submit to, 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, submission disposition or filingfiling (other than filings on Form S-8 relating to Company Stock Plans that are in existence at the Applicable Time and disclosed in the Prospectus), 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 (A) to effect the Shares to be sold hereundertransactions contemplated by this Agreement and the Share Lending Agreement (including, without limitation, the issuance of the Borrowed Shares), (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Common Stock of the Company issued upon the exercise of options granted under the Company Stock Plans described in Plans, (C) any shares of Common Stock of the Registration Statement, Company issued upon the Pricing Disclosure Package and exercise of warrants outstanding on the date of the Prospectus, (D) any options sales of shares pursuant to the Company’s employee stock purchase plan and other grants of equity awards granted under a Company Stock Plan Plans, in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company issuance of any registration statement on Form S-8 or a successor form thereto relating up to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (F) shares of Stock or other securities issued 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) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant equal to this clause (F) shall not exceed five seven percent (57%) of the total number of Company’s outstanding shares of Stock immediately following Common Stock, calculated prior to the issuance and sale of the Underwritten Shares Common Stock to the Borrower pursuant hereto; provided, further, thatto the Share Lending Agreement, in the case connection with mergers or acquisitions of clauses businesses, entities, property or other assets, joint ventures or strategic alliances (C“Carveout Shares”), (D) and (F), (x) provided that the Company shall cause each such recipient of such shares of Stock or other securities of the Company Carveout Shares to execute and deliver, on or prior deliver to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in Representative 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 A hereto at least three business days before for the effective date balance of the release or waiver, 90-day restricted period and (F) the Company agrees Notes to announce be sold pursuant to the impending release or waiver by a press release substantially Notes Underwriting Agreement and any Underlying Securities (as defined in the form of Exhibit C hereto through a major news service at least two business days before the effective date Notes Underwriting Agreement) issuable upon conversion of the release or waiverNotes.

Clear Market. For a period of 180 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, or submit to, 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, submission 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 to be sold hereunder, (Bb) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Common Stock of the Company issued upon the exercise of options options, or the issuance, vesting or exercise of other stock or stock-based awards granted under Company Stock Plans that are described within the Time of Sale Information and Prospectus, (c) the sale of shares of Common Stock by the Company pursuant to the mandatory exchangeable trust securities transactions described in the Registration StatementTime of Sale Information, (d) the filing with the Commission of a prospectus supplement relating to the rights offering, the Pricing Disclosure Package and issuance of rights, or the Prospectus, (D) any options and other awards granted under a Company issuance of shares of Common Stock Plan pursuant to the rights transactions described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, Time of Sale Information (Ee) the filing sale of shares of Common Stock by the Company for Softbank representing unsubscribed rights following the consummation of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan the Rights Offering (as described in the Registration StatementTime of Sale Information), (f) following the date that is thirty days from the date of this Agreement, the Pricing Disclosure Package sale of Common Stock by the Company for Softbank representing unexercised Option Shares and the Prospectus and (F) shares of Common Stock or other relating to the unexercised option by the initial purchasers to purchase additional mandatory exchangeable trust securities issued (as described in the Time of Sale Information), (g) the transfer of shares of Common Stock by the Company in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship the exercise of the At the Money Options (including joint ventures, marketing or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangementsas defined in the Time of Sale Information) or any acquisition of assets or acquisition of equity of another entity, provided that (g) the aggregate number transfer of shares issued of Common Stock to Xxxxxxx Xxxxxx pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, purchase transaction described in the case Time of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverSale Information.

Clear Market. For a period of 180 60 days after the date of the Prospectus, the Company neither Transaction Party 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, 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 StockCommon Stock (including the OP Units), or publicly disclose the intention to make undertake any offer, sale, pledge, disposition, submission 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, or publicly disclose the intention to undertake any of the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common 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. The restrictions described above do not apply to (i) the sale of Company Shares, if any, pursuant to this Agreement; (Bii) any Forward Shares issued and delivered pursuant to any Forward Sale Agreement or any Additional Forward Sale Agreement; (iii) the issuance of shares of Common Stock or securities convertible into or exercisable for shares of the Company issued upon Common Stock pursuant to the conversion or exchange of preferred stock 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 in connection with the offering contemplated by this Agreement and as described in the Registration StatementProspectus, the Pricing Disclosure Package other than issuances of shares of Common Stock upon exchange of OP Units to any party in contravention of a lock-up letter entered into pursuant to Section 6(m) hereof; (iv) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the Prospectus, (C) any issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of the Company issued Common Stock (whether upon the exercise of stock options granted under Company Stock Plans 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 StatementProspectus including, for the avoidance of doubt, the Pricing Disclosure Package Broadstone Net Lease, Inc. 2020 Omnibus Equity and the Prospectus, Incentive Plan; (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Ev) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Registration Statement, Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (vi) the Pricing Disclosure Package and the Prospectus and (F) issuance of shares of Common Stock or other securities issued OP Units 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) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant amount equal to this clause (F) shall not exceed five up to ten percent (510%) of the total number outstanding Common Stock (including the Class A Common Stock) on the Closing Date immediately after this offering, or securities convertible into or exercisable or exchangeable for such amount of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant heretoCommon Stock, in connection with mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions; provided, further, provided that, in the case of clauses this clause (Cvi), (D) and (F), (x) the Company shall cause each any recipient of such shares of Stock or other securities of the Company to shall execute and deliver, on or prior deliver to the issuance of such shares, Representative a “lock-up up” agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before D hereto, unless such recipient is otherwise restricted from selling during such period pursuant to the effective date terms 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 waiverOP Agreement.

Clear Market. For a period of 180 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, 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, 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, or publicly disclose the intention to enter into any such swap or other agreement, 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 conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (DC) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ED) 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 Prospectus, (FE) shares of Stock or other securities issued 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) or any acquisition of assets or acquisition of equity of another entityentity and (F) beginning 85 days after the date of the Prospectus, the filing by the Company of (but not the offering, issuance or sale of any securities under) a shelf registration statement on Form S-3, which shelf registration statement may include a prospectus or prospectus supplement relating to a program for “at the market offerings” (as defined in Rule 415 under the Securities Act); provided that the aggregate number of shares issued pursuant to this clause (FE) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (CB), (DC) and (FE), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 180 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, or submit to, 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, submission 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 the shares of Stock, options to purchase shares of Stock, restricted stock units, restricted stock awards or other equity awards to be issued pursuant to Company Stock of the Company issued upon the conversion of preferred Plans and employee stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as purchase plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company to be issued upon (1) the exercise of options or settlement of restricted stock units or other equity awards granted under Company Stock Plans (including net settlement thereof), (2) the exercise of warrants outstanding on the date of this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and (3) the conversion of convertible debt securities outstanding on the date of this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the filing by the Company of any options and other awards registration statement on Form S-8 relating to shares of Stock granted under a any Company Stock Plan or employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and (E) 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 (F) shares of Stock to be issued to one or other securities issued more counterparties in connection with the consummation of a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including strategic partnership, joint venturesventure, marketing collaboration, merger, co-promotion or distribution arrangements, collaboration agreements, intellectual property license agreementsarrangement, or lending agreements the acquisition or arrangements) in-licensing of any business products or any acquisition of assets or acquisition of equity of another entity, technologies; provided that the aggregate number of shares of Stock issued pursuant to under this clause subsection (FE) shall not exceed five percent (5%) 10% of the total number of outstanding shares of Stock immediately following of the issuance and Company outstanding after giving effect to the sale of the Underwritten Shares pursuant hereto; providedunder this Agreement, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause provided further that prior to such issuance each recipient of such shares of Stock or other securities of the Company to under this subsection (E) shall execute and deliver, on or prior deliver to the issuance of such shares, Representatives a lockLock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. 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 Up Agreement 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.A.

Clear Market. For a period of 180 60 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, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exchangeable or exercisable or exchangeable for any Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole transfers all or in part, any a portion of the economic consequences of associated with the ownership of the any 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 Securities to be sold hereunder, (B) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Cb) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, (c) the grant or issuance by the Company of employee, consultant, or director stock options or restricted stock in the ordinary course of business under the Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Dd) any options and other awards granted under a shares registered on Form S-8 relating to the Company Stock Plan Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (Ee) the filing issuance of securities in connection with the acquisition by the Company or any of any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in its subsidiaries of the Registration Statementsecurities, the Pricing Disclosure Package and the Prospectus and (F) shares of Stock businesses, property or other securities issued assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with a transaction any such acquisition, or (f) the issuance of securities in connection with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, intellectual property license agreementscommercial relationships, or lending agreements or arrangementsother strategic transactions; provided that, (x) or any acquisition in the case of assets or acquisition of equity of another entityclauses (e) and (f), provided that the aggregate number of shares issued pursuant to this clause (F) shall in all such acquisitions and transactions taken together does not exceed five percent (5%) % of the total number of Company’s outstanding shares of Stock immediately common stock following the issuance and sale offering of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Common Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, contemplated by this Agreement and (y) the Company shall authorize its transfer agent each person to decline to make any transfer of whom such shares in violation of such or securities are issued or granted pursuant to clauses (b), (c), (d), (e) and (f) during the 60-day restriction period described above executes or has executed a “lock-up agreements. 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 up” agreement 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 waiverA hereto.

Clear Market. For a period of 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, 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, submission 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) any shares of Stock of the Company issued upon the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any shares of Stock of the Company issued upon the exercise or settlement of options or other awards granted under Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or conversion of convertible securities outstanding as of the date of this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any shares of Stock, 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, (E) 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 (F) any shares of Stock or other securities issued 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) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five seven and a half percent (57.5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares (plus the Option Shares if the Underwriters exercise their option to purchase such Option Shares) pursuant heretohereto on a fully-diluted basis; provided, further, that, in the case of clauses (B), (C), (D) and (F), (x) the Company shall cause each recipient of such shares of Stock or other securities of the Company to execute and deliver, on or prior to the issuance of such shares, deliver a lock-up agreement on substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, transfer and (y) to the Company shall authorize its transfer agent to decline to make any transfer extent not already executed and delivered by such recipients as of such shares in violation of such lock-up agreementsthe date hereof. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 180 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, or submit to, with the Commission a registration statement under the Securities Act (other than on Form S-8 or on any successor form or pursuant to its existing re-sale Registration Statement on Form S-3 (File No. 333-191238)) 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, submission 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 RepresentativesLeerink Partners LLC and Xxxxx and Company, LLC, other than (A) the Shares to be sold hereunder, (B) any shares of Common Stock of the Company or options or other securities issued upon pursuant to the conversion of preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the ProspectusCompany Stock Plans, (C) any shares of Common Stock of the Company issued upon the exercise of options granted under Company Stock Plans described in warrants outstanding on the Registration Statementdate hereof, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company shares of Common Stock Plan described or securities convertible into or exercisable or exchangeable for shares of Common Stock representing in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) 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 (F) shares of Stock or other securities issued 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) or any acquisition of assets or acquisition of equity of another entity, provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (no more than 5%) % of the total number of Company’s issued and outstanding shares of Common Stock immediately following the issuance and sale as of the Underwritten Shares date of this Agreement, which may be sold, on an arm’s-length basis, only to unaffiliated collaborators, vendors, manufacturers, lessors, distributors, customers or other similar parties pursuant hereto; providedto a collaboration, furtherlicensing agreement, thatstrategic alliance, in the case of clauses (C)lease, (D) and (F)manufacturing or distribution arrangement or similar transaction, (x) the Company shall cause each recipient so long as recipients of such shares of Stock or other securities of the Company agree to execute and deliver, on or prior to the issuance of such shares, be bound by a lock-up agreement on in substantially the same terms form attached as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverA hereto.

Clear Market. For a period of 180 days after the date of the ProspectusProspectus (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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, or submit to, 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, submission 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 Cantor; provided, however, that the Representatives, other than Company may (A) offer, issue, sell and dispose of the Shares to be sold hereunder, (B) issue any shares Ordinary Shares pursuant to the exercise of Stock of the Company issued upon the conversion of preferred stock warrants outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) grant any shares of Stock of options or other equity awards under the Company issued upon the exercise of options granted under Company Stock Plans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) issue any Ordinary Shares of the Company upon the exercise of options and other awards granted under a Company Stock Plan Plans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) the filing by the Company of any file a registration statement on Form S-8 (or a successor form thereto relating equivalent forms) with respect to a any securities issued or issuable pursuant to any Company Stock Plan Plans as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and Prospectus, (F) shares offer, issue, sell or dispose of Stock any Ordinary Shares or other securities issued (including securities convertible into or exercisable or exchangeable for Ordinary Shares) in connection with any merger, acquisition, the assumption of an employee benefit plan in connection with a merger or acquisition, or 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 advisory agreements or arrangements) or any acquisition of assets or acquisition of equity of another entity, other strategic transactions); provided that the aggregate number of shares issued pursuant to this clause (F) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto; provided, further, that, in the case of clause (F), the aggregate number of Ordinary Shares or other securities (including Ordinary Shares into which such other securities are convertible or for which such other securities are exercisable or exchangeable) issued in all such transactions does not exceed ten percent (10%) of the outstanding Ordinary Shares of the Company immediately following the offering of the Shares pursuant to this Agreement, and provided further that each recipient of Ordinary Shares or other securities (including securities convertible into or exercisable or exchangeable for Ordinary Shares) offered, issued, sold or disposed of pursuant to clauses (CB), (D) and (F) above executes and delivers to Cantor prior to such issuance, sale or disposition (as the case may be), (x) to the Company shall cause each recipient of extent not already executed and delivered by such shares of Stock or other securities recipients as of the Company to execute and deliver, on or prior to the issuance of such sharesdate hereof, a lock-up agreement on regarding such Ordinary Shares or other securities received and having substantially the same terms as the lock-up agreements described in Section 6(l6(n) hereof to the extent and for the duration that such terms remain in effect at the time remainder of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lockLock-up agreementsUp Period. If the RepresentativesCantor, in their its sole discretion, agree agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(l6(n) hereof for an officer or director of the Company and provide 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 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, or submit to, 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, submission 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 the options to purchase shares of Stock of the Company to be issued pursuant to Company Stock Plans and employee stock purchase plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (C) any shares of Stock to be issued upon (1) the exercise of options granted under Company Stock Plans, (2) the exercise of warrants outstanding on the date of this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (3) the conversion of convertible debt securities outstanding on the date of this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (4) the conversion of convertible preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and (C5) the completion of the private placements to Techne Corporation and Glaxo Group Limited as 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 relating to shares of Stock of the Company issued upon the exercise of options granted under any Company Stock Plans Plan or employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (E) 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 (F) shares of Stock to be issued to one or other securities issued more counterparties in connection with the consummation of a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including strategic partnership, joint venturesventure, marketing collaboration, merger, co-promotion or distribution arrangements, collaboration agreements, intellectual property license agreementsarrangement, or lending agreements the acquisition or arrangements) in-licensing of any business products or any acquisition of assets or acquisition of equity of another entity, technologies; provided that the aggregate number of shares of Stock issued pursuant to under this clause subsection (FE) shall not exceed five percent (5%) 10% of the total number of outstanding shares of Stock immediately following of the issuance and Company outstanding after giving effect to the sale of the Underwritten Shares pursuant hereto; providedunder this Agreement, further, that, in the case of clauses (C), (D) and (F), (x) the Company shall cause provided further that prior to such issuance each recipient of such shares under this subsection (E) shall execute and deliver to the Representatives a Lock-Up Agreement substantially in the form of Stock or other securities Exhibit 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 execute and deliver, on 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 restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of such shares, a lock-up agreement on substantially the same terms as earnings release or the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time occurrence of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreementsmaterial 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(l6(n) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of 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 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 180 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, or submit to, 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, submission 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 hereunderhereunder or in the Stock Repurchase Agreement by the Selling Stockholders, as applicable, (B) any shares of Stock of the Company issued upon the conversion exercise of preferred options or pursuant to other awards granted under Company Stock Plans, (C) options, awards of restricted stock outstanding and restricted stock units or the issuance of shares of Common Stock granted to employees or directors or consultants by the Company in the ordinary course of business or pursuant to any of the Company’s Stock Plans existing on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (CD) any shares of Stock securities of the Company issued upon the exercise conversion, swap or exchange of options granted under Company Stock Plans convertible notes outstanding as of the date hereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) any options and other awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, Statement or (E) 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 (F) shares of Common Stock or other securities issued 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 agreementsthe acquisition of the assets of, or lending agreements a majority or arrangements) controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any acquisition of assets or acquisition its subsidiaries of equity of another such entity; provided, provided that however, the aggregate number of shares issued pursuant to this clause (FE) above, considered individually and together with all such previous acquisitions or joint ventures, if any, announced during the 60-day restricted period shall not exceed five percent (5%) 5.0% of the total number of Common Stock issued and outstanding shares of Stock immediately following the issuance and sale on a fully diluted basis as of the Underwritten Shares pursuant heretodate of such acquisition agreement or joint venture agreement, as the case may be; and provided, further, that, that in the case of clauses clause (CE), (D) and (F), (x) the Company shall cause each recipient of such shares of Common Stock or other securities of the Company to shall execute and deliver, on or prior deliver a “lock-up” agreement to the issuance of such shares, a lock-up agreement on Underwriter in substantially the same terms as the lock-up agreements described in Section 6(l) hereof to the extent and for the duration that such terms remain in effect at the time of the transfer, and (y) the Company shall authorize its transfer agent to decline to make any transfer of such shares in violation of such lock-up agreements. If the Representatives, in their sole discretion, agree to release or waive the restrictions form set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiverA hereto.