Common use of Clear Market Clause in Contracts

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representative, other than (A) the Shares to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options granted, or grants made, under Company Stock Plans, or (C) shares of Common Stock of the Company issued upon the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Securities and Exchange Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeRepresentatives, other than (A) the Shares to be sold hereunder, (B) grants of any awards granted under the Company’s Stock Company Share Plans in existence on the date hereof or and any shares of Stock of the Company issued upon the exercise of options granted, or grants made, granted under Company Stock Plans, or Share Plans and (C) the filing of a registration statement on Form S-8 relating to any shares of Common Stock of the Company that have been or may be issued upon the exercise of currently outstanding warrantspursuant to clause (B) above. Notwithstanding the foregoing, if (1) during the last 17 days of the 9060-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 9060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 9060-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Securities and Exchange Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeRepresentatives, other than (A) the Shares to be sold hereunder, (B) grants of any awards granted under the Company’s Stock Company Share Plans in existence on the date hereof or and any shares of Stock of the Company issued upon the exercise of options granted, or grants made, granted under Company Stock Plans, or Share Plans and (C) the filing of a registration statement on Form S-8 relating to any shares of Common Stock of the Company that have been or may be issued upon the exercise of currently outstanding warrantspursuant to clause (B) above. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 30 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 submit to, or file with with, the Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeUnderwriters, other than (A) the Shares to be sold hereunder, (B) any shares of Stock offered, issued or sold by either of the EVO Parties in satisfaction of their respective obligations to offer, issue or sell shares of Stock pursuant to any of the Exchange Agreement, dated as of May 22, 2018, as amended on November 5, 2018, to which the Company is a party, the Second Amended and Restated Limited Liability Company Agreement of EVO LLC, dated as of May 22, 2018, or the Registration Rights Agreement, dated as of May 22, 2018, to which the Company is a party (provided, that, this clause (B) shall only apply with regard to issues, offers and sales of shares of Stock by the EVO Parties and nothing in this clause (B) shall be deemed to release any stockholder of the Company from such stockholder’s obligations contained in any lock-up letter such stockholder has executed with the Underwriters), (C) grants of options, shares of Stock and other awards granted to purchase or receive shares of Stock issued under the Company’s Stock Plans any employee benefit plan in existence effect on the date hereof or that is described in the Pricing Disclosure Package, (D) issuances of shares of Stock upon the exercise or settlement of options or other awards granted under any employee benefit plan in effect on the date hereof or that is described in the Pricing Disclosure Package, (E) the filing by the Company of any registration statement on Form S-8 (or any successor form), (F) establishing a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Stock (provided, that such plan does not provide for the transfer of Stock during the 30-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of any EVO Party), (G) issuing shares of Stock in connection with any acquisitions, strategic investments or any other transaction that includes a bona fide commercial relationship with the Company or any of its subsidiaries (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) (provided that (x) the aggregate number of shares of Stock issued pursuant to this clause (G) shall in no event exceed 5% of the total number of shares of Stock outstanding as of the Closing Date and (y) each recipient of such Stock shall execute and deliver to the Underwriters a letter substantially in the form of Exhibit A hereto) and (H) the filing or confidential submission by the Company of any shelf registration statement on or after June 1, 2019 (provided that the sale of any shares of Stock of the Company issued upon the exercise of options grantedStock, capital stock or grants made, under Company Stock Plans, or (C) shares of Common Stock of the Company issued upon the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating common units in EVO LLC pursuant to any such shelf registration statement shall remain subject to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by set forth in 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 eventSection 5(h)).

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Securities and Exchange Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeRepresentatives, other than (A) the Shares to be sold hereunder, (B) the Shares issued in connection with the concurrent private placements described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) grants of any awards granted under the Company’s Company Stock Plans in existence on the date hereof or and any shares of Stock of the Company issued upon the exercise of options granted, or grants made, granted under Company Stock Plans, Plans and (D) the filing of a registration statement on Form S-8 relating to any shares that have been or may be issued pursuant to clause (C) shares of Common Stock of the Company issued upon the exercise of currently outstanding warrantsabove. Notwithstanding the foregoing, if (1) during the last 17 days of the 90180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeRepresentatives, other than (A) the Shares to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options granted, or grants made, granted under Company Stock Plans, or (C) shares of Common Stock of any filing by the Company issued upon of a Registration Statement on Form S-8 relating to a Company Stock Plan or inducement award, which plan or agreement is disclosed in the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted periodRegistration Statement, the Pricing Disclosure Package and the Prospectus and (D) any equity awards granted under a Company issues an earnings release or material news or a material event relating Stock Plan disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided that the Company shall cause each recipient of such grant to execute and deliver to the Company occurs; or (2) Representatives a lock-up agreement substantially in the form of Exhibit A hereto prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-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 eventsuch grant if such recipient has not already delivered one.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new 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 without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant (other than restricted stock and stock options granted under the Company Stock Plans)), or publicly disclose the intention to make any offer, sale, pledge, disposition or filingfiling (other than any filings on Form S-8 relating to the Company Stock Plans), or (ii2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representative, other than (A) the Shares to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options granted, or grants made, under Company Stock Plans, or (C) shares of Common Stock of the Company issued upon the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 9060-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 9060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 9060-day period, then 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 release, announcement of the material news or occurrence of the material event.

Clear Market. For a period of 90 30 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 submit to, or file with with, the Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeUnderwriter, other than (A) the Shares to be sold hereunder, (B) any shares of Stock offered, issued or sold by either of the EVO Parties in satisfaction of their respective obligations to offer, issue or sell shares of Stock pursuant to any of the Exchange Agreement, dated as of May 22, 2018, as amended on November 5, 2018, to which the Company is a party, the Second Amended and Restated Limited Liability Company Agreement of EVO LLC, dated as of May 22, 2018, or the Registration Rights Agreement, dated as of May 22, 2018, to which the Company is a party (provided, that, this clause (B) shall only apply with regard to issues, offers and sales of shares of Stock by the EVO Parties and nothing in this clause (B) shall be deemed to release any stockholder of the Company from such stockholder’s obligations contained in any lock-up letter such stockholder has executed with the Underwriter), (C) grants of options, shares of Stock and other awards granted to purchase or receive shares of Stock issued under the Company’s Stock Plans any employee benefit plan in existence effect on the date hereof or that is described in the Pricing Disclosure Package, (D) issuances of shares of Stock upon the exercise or settlement of options or other awards granted under any employee benefit plan in effect on the date hereof or that is described in the Pricing Disclosure Package, (E) the filing by the Company of any registration statement on Form S-8 (or any successor form), (F) establishing a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Stock (provided, that such plan does not provide for the transfer of Stock during the 30-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of any EVO Party), (G) issuing shares of Stock in connection with any acquisitions, strategic investments or any other transaction that includes a bona fide commercial relationship with the Company or any of its subsidiaries (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) (provided that (x) the aggregate number of shares of Stock issued pursuant to this clause (G) shall in no event exceed 5% of the total number of shares of Stock outstanding as of the Closing Date and (y) each recipient of such Stock shall execute and deliver to the Underwriter a letter substantially in the form of Exhibit A hereto) and (H) the filing or confidential submission by the Company of any shelf registration statement on or after June 1, 2019 (provided that the sale of any shares of Stock of the Company issued upon the exercise of options grantedStock, capital stock or grants made, under Company Stock Plans, or (C) shares of Common Stock of the Company issued upon the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating common units in EVO LLC pursuant to any such shelf registration statement shall remain subject to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by set forth in 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 eventSection 5(h)).

Clear Market. For a period of 90 60 days after the date of the ProspectusOffering Memorandum, the Company will not directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a new registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representative, other than Representatives. The foregoing sentence shall not apply to (A) the Shares to be Securities offered and sold hereunderunder this Agreement, (B) awards granted under the issuance of any Common Stock upon conversion of the Securities, (C) the entry into the Call Spread Confirmations or the Company’s performance of its obligations thereunder, (D) any Common Stock Plans in existence on the date hereof issued upon exercise and settlement or any shares of Stock termination of the Company warrant transactions evidenced by the Base Warrant Confirmations and any Additional Warrant Confirmations, (E) securities issued pursuant to any of the Company’s equity incentive plans or employee stock purchase plans or similar plans and benefits described in the Time of Sale Information and the Offering Memorandum or upon the exercise of options granted, or grants made, under Company Stock Plans, settlement or vesting of restricted stock units or other equity awards granted thereunder or (CF) shares of Common Stock of the filing by the Company issued upon the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating registration statement on Form S-8 with respect to the Company occurs; or (2) prior to employee benefit plans described in the expiration Time of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-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 Sale Information or the occurrence of the material news or material eventOffering Memorandum.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement under the Securities Act (other than any registration statement on Form S-8) relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representative, other than (Aw) the Shares to be sold hereunder, (Bx) awards granted under the Company’s Stock Plans in existence on the date hereof or issuance of any shares of Stock of the Company issued upon the exercise exercise, vesting or settlement of options granted, or grants made, other equity awards granted under Company Stock Plans; (y) the grant of options or other equity awards under Company Stock Plans and the issuance of Stock under the Company’s employee stock purchase plan, in each case to the extent that such plans are disclosed in the Registration Statement and Pricing Disclosure Package; or (Cz) the issuance of Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity; provided, however, that in the case of clause (z), (1) such Stock shall not in the aggregate exceed 10% of the Company’s outstanding shares of Common Stock on a fully diluted basis after giving effect to the sale of the Company issued upon the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or offered Shares contemplated by this Agreement and (2) prior the recipients thereof provide to the expiration Representative a signed “lock-up” agreement substantially in the form of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-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 eventExhibit A hereto.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Securities and Exchange Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeX.X. Xxxxxx Securities LLC, other than (A) the Shares to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options grantedgranted under Company Stock Plans described in the Prospectus, (C) the issuance by the Company of any shares of Common Stock, or grants madeoptions to purchase Common Stock, under to employees, directors and/or consultants of the Company pursuant to the Company Stock Plans, (D) the issuance to Novartis of the Novartis Shares pursuant to the Novartis Purchase Agreement, (E) the issuance by the Company of shares to Novartis pursuant to the Amended and Restated Stockholders’ Agreement, dated as of July 23, 2004, as amended, among the Company, Novartis and certain other stockholders of the Company or (CF) the issuance of up to an aggregate of 3,650,000 shares of Common Stock in connection with any strategic transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or not less than a majority or controlling portion of the Company equity of another entity provided that any such shares of Common Stock and securities issued upon pursuant to this clause (F) during the exercise 90-day restricted period described above shall be subject to the restrictions described above for the remainder of currently outstanding warrantssuch restricted period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Securities and Exchange Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeX.X. Xxxxxx Securities Inc., other than (A) the Shares to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options granted, or grants made, granted under Company Stock Plans, or (C) any shares of Common Stock issued in connection with the Company’s dividend reinvestment plan and any shares of Stock issued in connection with the vesting of equity awards granted under Company issued upon the exercise of currently outstanding warrantsStock Plans. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 30 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Securities and Exchange Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeUnderwriter, other than (A) the Shares to be sold hereunder, (B) grants of any awards granted under the Company’s Stock Company Share Plans in existence on the date hereof or and any shares of Stock of the Company issued upon the exercise of options granted, or grants made, granted under Company Stock Plans, or Share Plans and (C) the filing of a registration statement on Form S-8 relating to any shares of Common Stock of the Company that have been or may be issued upon the exercise of currently outstanding warrantspursuant to clause (B) above. Notwithstanding the foregoing, if (1) during the last 17 days of the 9030-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 9030-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 9030-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or or, except in the case of a registration statement on Form S-8, file with the Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeRepresentatives, other than (Ai) the Shares to be sold hereunder, (Bii) awards granted pursuant to employee benefit plans, stock option plans or other employee compensation plans disclosed in the Pricing Disclosure Package, (iii) pursuant to currently outstanding options, warrants or rights issued under the Company’s Stock Plans in existence on the date hereof one of those plans, (iv) pursuant to employee stock purchase plans or any shares of Stock of the Company issued (v) upon the exercise conversion of options granted, or grants made, under Company Stock Plans, or (C) shares of Common Stock of outstanding preferred stock as set forth in the Company issued upon the exercise of currently outstanding warrantsPricing Disclosure Package. Notwithstanding the foregoing, if (1) during the last 17 days of the 90180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 60 days after the date of the Prospectuspublic offering of the Shares, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new 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 except for grants of stock options to directors, employees and consultants under the intention to make any offerCompany’s 2003 Employee, saleDirector and Consultant Stock Option Plan, pledgeas amended, disposition or filingprovided that such options shall not be exercisable during the 60 day period after the public offering of the Shares, 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 RepresentativeUnderwriter, other than (A) the Shares to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or hereunder and any shares of Stock of the Company issued upon the exercise of options granted, granted under existing employee stock plans or grants made, under Company Stock Plans, or (C) shares of Common Stock of convertible securities outstanding on the Company issued upon the exercise of currently outstanding warrantsdate hereof. Notwithstanding the foregoing, if (1) during the last 17 days of the 9060-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 9060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 9060-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a During the period of 90 days after commencing on the date of the ProspectusProspectus and ending on February 17, 2015 (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeX.X. Xxxxxx Securities LLC, other than (A1) the Shares to be sold hereunder, (B2) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options granted, or grants made, settlement of restricted stock units granted under Company Stock Plans, or sales of shares pursuant to the Company’s employee stock purchase plan and grants of equity awards granted under the Company Stock Plans, in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C3) the filing of the Company of registration statements on Form S-8 with respect to employee benefit plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (4) the issuance by the Company of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, in an aggregate amount not to exceed 10% of the Company issued Company’s outstanding securities, determined as of the Closing Date, in connection with one or more acquisitions of a company or a business, assets or technology of another person or entity, joint ventures, commercial relationships or strategic alliances (including but not limited to marketing or distribution arrangements, collaboration agreements or intellectual property license agreements), provided in the case of clause (4) above, the recipients of the Common Stock have signed a lock-up agreement in the agreed upon form for the exercise balance of currently outstanding warrantsthe Restricted Period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted periodRestricted 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 90-day restricted periodRestricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day periodRestricted Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company further agrees that it will not release any security holder from, or waive any provisions of, any lock-up or similar agreement between the Company and any security holder without the prior written consent of X.X. Xxxxxx Securities LLC.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company Company, its officers and directors or certain affiliates of the Company, each as listed on Schedule 3 hereto (each, a “Lock-Up 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, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for StockStock (including, without limitation, Stock or such other securities which may be deemed to be beneficially owned by each such Lock-Up Party in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge, 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, or (iii) make any demand for or exercise any right with respect to the registration of any shares of Stock or any security convertible into or exercisable or exchangeable for Stock, without the prior written consent of the RepresentativeX.X. Xxxxxx Securities LLC and Barclays Capital Inc., other than (Ai) the Shares to be sold hereunder, (Bii) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of issued in connection with the Company issued Reorganization or upon the exercise of options granted, or grants made, granted under Company Stock Plans, or Plans and (Ciii) shares of Common Stock any JEH LLC Units exchanged by the Existing Owners under the Exchange Agreement in connection with any exercise by the Underwriters of the Company issued upon the exercise of currently outstanding warrantsoption to purchase Option Shares. Notwithstanding the foregoing, if (1) during the last 17 days of the 90180-day restricted period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-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 announcement of the material news or the occurrence of the material news or material event. If X.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(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representative, other than (A) the Shares to be sold hereunder, (B) awards granted under shares and options to purchase shares of Common Stock issued pursuant to the Company’s Company Stock Plans in existence on the date hereof or and (C) any shares of Stock of the Company issued upon the exercise of options granted, or grants made, granted under the Company Stock Plans, or (C) shares of Common Stock of the Company issued upon the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 45 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Securities and Exchange Commission a new registration statement under the Securities Act relating to, any shares of Stock Common Shares or any securities convertible into or exercisable or exchangeable for Stockany Common Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Common Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Common Shares or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”), other than (A) the Shares to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or hereunder and any shares of Stock Common Shares of the Company issued upon the exercise of options granted, or grants made, granted under Company Stock Plans, or (C) shares of Common Stock of the Company issued upon the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 9045-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 9045-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 9045-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, the Company may sell the Shares pursuant to this Agreement and may offer, issue, sell, contract to sell or otherwise dispose of or grant options for any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares (1) pursuant to any Company Stock Plan or dividend reinvestment plan in effect as of the date hereof; and (2) pursuant to the exercise or conversion of any warrants, stock options, or other convertible or exchangeable securities of the Company, vesting of restricted shares or the exchange of units of the Operating Partnership, in each case outstanding as of the date hereof and in accordance with their terms as in effect on the date hereof.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stockstock (other than a registration statement on Form S-8), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeRepresentatives, other than (A) the Shares to be sold hereunder, (B) awards granted under the Company’s shares of Stock Plans in existence on of the date hereof or Company to be sold to Alychlo NV pursuant to the Share Purchase Agreement and any shares of Stock of the Company issued upon the exercise of options grantedgranted under the 2008 Long-Term Incentive Plan, or grants madeas amended and the 2013 Long-Term Incentive Plan, under Company Stock Plans, or (C) shares of Common Stock of the Company issued upon the exercise of currently outstanding warrantsas amended. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-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 eventevent unless the Company would qualify under Rule 139.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeRepresentatives, other than (A) the Shares to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options granted, or grants made, granted under Company Stock Plans, or (C) shares of Common Stock of any filing by the Company issued upon of a Registration Statement on Form S-8 relating to a Company Stock Plan or inducement award, which plan or agreement is disclosed in the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted periodRegistration Statement, the Pricing Disclosure Package and the Prospectus and (D) any equity awards granted under a Company issues an earnings release or material news or a material event relating Stock Plan disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided that the Company shall cause each recipient of such grant to execute and deliver to the Company occurs; or (2) Representatives a lock-up agreement substantially in the form of Exhibit A hereto prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-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 eventsuch grant if such recipient has not already delivered one.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with the Commission a new registration statement under the Securities Act relating to, any shares of Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for StockOrdinary Shares, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Representative, other than (Aa) any Ordinary Shares issued in connection with the exercise, vesting or settlement of any Share Awards convertible into or exchangeable for Ordinary Shares to be sold hereunder, (B) awards granted under the Company Share Plans, (b) the grant by the Company of awards under the Company Share Plans as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (c) up to 5% of the Company’s Stock Plans in existence on the date hereof or any shares of Stock outstanding securities as of the Applicable Time issued by the Company issued upon the exercise of options grantedin connection with mergers, acquisitions or grants made, under Company Stock Plans, commercial or strategic transactions or (Cd) shares of Common Stock of the filing by the Company issued upon of any registration statement on Form S-8 or a successor form thereto relating to a Company Share Plan described in the exercise Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that in the case of currently outstanding warrants. Notwithstanding the foregoing, if clauses (1a) during the last 17 days of the 90-day restricted periodthrough (c), the Company issues shall, if such recipient of such securities is a director or executive officer of the Company, or an earnings release or material news or a material event relating affiliate thereof, and except to the Company occurs; or (2) prior to extent otherwise provided in the expiration final paragraph of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-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.Section 5(h),

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Securities and Exchange Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representative, other than (A) the Shares to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options granted, or grants made, granted under Company Stock Plans, the granting of such options or the issuance of shares pursuant to other awards granted under Company Stock Plans, whether at the time of grant of such award or upon the vesting or settlement of such award, and any transaction involving shares of Stock of the Company under any deferred compensation or other employee or director compensation plan or arrangement of the Company or its subsidiaries in effect at the date of this Agreement, (C) any shares of Common Stock of the Company issued upon pursuant to the exercise Company’s Dividend Reinvestment and Stock Purchase Plan or (D) up to 20% of currently the Company’s outstanding warrantsshares of Stock on the date hereof issued or to be issued in connection with a merger or acquisition or similar business combination transaction. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 180 days after the date of the Prospectusinitial public offering of the Shares, the Company such Selling Stockholder 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 the Commission a new registration statement under the Securities Act relating to, any shares of the Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, Stock or (ii) enter into any swap 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 the Stock or such other securities, in cash or otherwise, otherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of the Stock or any security convertible into or exercisable or exchangeable for the Stock without the prior written consent of the RepresentativeRepresentatives, in each case other than (A) the Shares to be sold by such Selling Stockholder hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options granted, or grants made, under Company Stock Plans, or (C) shares of Common Stock of the Company issued upon the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 90180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed by this Agreement Agreement, unless waived or otherwise approved by the Representatives in writing, shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release release, the public announcement of the material news or the occurrence of the material news event; provided, however, that this provision will not apply if the safe harbor provided by Rule 139 promulgated under the Securities Act is available and the Company's shares of Common Stock are "actively traded securities," as defined in Regulation M, 17 C.F.R. 242.101(c)(1). The foregoing restrictions in this Section 6(a) shall not apply to any transfer of shares of Stock (a) to the Underwriters pursuant to this Agreement; (b) as a bona fide gift or material eventgifts; (c) to any trust for the sole benefit of the Selling Stockholder or the Selling Stockholder's family; (d) by will or intestacy to the Selling Stockholder's legal representative, heir or legatee; (e) if the Selling Stockholder is a partnership, corporation, limited liability company or similar entity, (1) to another partnership, corporation, limited liability company or similar entity if the transferee and such Selling Stockholder are affiliates or (2) as a distribution to partners, stockholders or members of such Selling Stockholder; or (f) acquired in the public market on or after the date of the Prospectus filed by the Company with the Commission in connection with the Company's initial public offering pursuant to this Agreement; provided that, in the case of any transfer pursuant to clauses (b) through (e), (x) each donee, transferee, distributee or recipient shall execute and deliver to the Representatives a form of "lock-up" agreement substantially in the form of Annex E hereto; and (y) no transfer includes a disposition for value; and, provided further that, in the case of any transfer pursuant to clauses (b) through (f), no filing by any party under the Securities Act or the Exchange Act is required nor voluntarily made in connection with any such donation, transfer or distribution (other than a filing on a Form 5 made after the expiration of the 180-day restricted period specified above in connection with a donation or transfer pursuant to clause (b)).

Clear Market. For a period of 90 180 days after the date of the ProspectusProspectus (such period, the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and Credit Suisse Securities (USA) LLC (the Representative“Lock-Up Representatives”), other than (A) the Shares to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options grantedgranted under any equity incentive plans or stock purchase plans of the Company described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Stock Plans”), issuance of shares pursuant to stock purchase or sale rights described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, sales of shares pursuant to and grants made, of equity awards granted under Company Stock Plans, or (C) shares in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and the issuance of Common Stock up to a number of the Company’s shares equal to ten percent (10%) of the Company’s then outstanding shares immediately following the offering of the Shares in connection with mergers or acquisitions of businesses, entities, property or other assets, joint ventures or strategic alliances; provided that the Company issued upon shall cause each such recipient of shares to execute and deliver to the exercise Representatives a lock-up letter substantially in the form of currently outstanding warrantsExhibit A hereto for the balance of the 180-day restricted period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted periodRestricted 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 90-day restricted periodRestricted Period, the Company announces that it will release earnings results during the 16-day period -24- beginning on the last day of the 90-day periodRestricted 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 Lock-Up Representatives, in their sole discretion, agree to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 8(o) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 180 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 the Commission a new registration statement under the Securities Act relating to, any shares of Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for StockOrdinary Shares, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeRepresentatives, other than (Aa) the Shares to be sold hereunder, (Bb) awards any Ordinary Shares issued in connection with the exercise, vesting or settlement of any Share Awards convertible into or exchangeable for Ordinary Shares granted under the Company Share Plans, (c) the grant by the Company of awards under the Company Share Plans as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (d) up to 5% of the Company’s Stock Plans outstanding securities as of the Applicable Time issued by the Company in existence connection with mergers, acquisitions or commercial or strategic transactions or (e) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Share Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that in the case of clauses (b) through (d), the Company shall, except to the extent provided in the final paragraph of this Section 4(h), (x) cause each recipient of such securities to execute and deliver to you, on or prior to the issuance of such securities, a lock-up agreement substantially to the effect set forth in Exhibit D hereto to the extent not already executed and delivered by such recipients as of the date hereof and (y) enter stop transfer instructions with the Company’s transfer agent and registrar on such securities with respect to all recipients of such securities, which the Company agrees it will not waive or any shares of Stock amend without the Representatives’ prior written consent. 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 issued upon and provide the exercise of options granted, or grants made, under Company Stock Plans, or (C) shares of Common Stock with notice of the Company issued upon impending release or waiver substantially in the exercise form of currently outstanding warrants. Notwithstanding Exhibit B hereto at least three business days before the foregoing, if (1) during the last 17 days effective date of the 90-day restricted periodrelease or waiver, the Company issues an earnings agrees to announce the impending release or material waiver by a press release substantially in the form of Exhibit C hereto through a major news or a material event relating to service at least two business days before the Company occurs; or (2) prior to the expiration effective date of the 90-day restricted period, the release or waiver. The Company announces further agrees that it will not release earnings results during any security holder from, or waive any provision of, any lock-up or similar agreement between the 16-day period beginning on Company and any security holder without the last day prior written consent of the 90-day period, Representatives; provided further that the restrictions imposed by this Agreement shall continue Company agrees to apply until enter stop transfer instructions with the expiration Company’s transfer agent and registrar on any Ordinary Shares transferred or distributed pursuant to clause (B)(ii) of the 18“lock-day period beginning on up” agreements substantially in the issuance form of Exhibit D hereto exceeding 0.5% of the earnings release or Company’s outstanding Ordinary Shares as of immediately following the occurrence of the material news or material eventApplicable Time.

Clear Market. For a period of 90 [ ] days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement under the Securities Act relating to, any [shares of Stock Common Stock][Securities] or any securities convertible into or exercisable or exchangeable for Stock[Common Stock][the Securities], or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock [Common Stock][Securities] 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][Securities] or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeRepresentative[s] on behalf of the Underwriters, other than the (A) the Shares Securities to be sold hereunderhereunder [or the issuance of the Underlying Securities upon conversion of the Securities][or issuance of the Warrant Securities upon exercise of the Warrants], and (B) awards granted under Stock issued or delivered in connection with the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options granted, or grants made, under Company Stock Plans, or (C) shares of Common Stock of the Company issued upon the exercise of currently outstanding warrantsdividend reinvestment plan. Notwithstanding the foregoing, if the Company is not then an Emerging Growth Company, then if (1) during the last 17 days of the 90-day [ ]-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day [ ]-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new 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, including ADSs, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Representative, other than the (A1) the Shares grants of employee shares options, restricted shares or other equity incentives pursuant to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence share incentive plans existing on the date hereof or of the Prospectus which are described under the caption “Management – Employee Stock Plan” of the Prospectus, (2) any shares of Stock Ordinary Shares of the Company issued upon the exercise of options granted, or grants made, granted under Company Stock Plans, or (C3) shares the registration under the Securities Act and issuance by the Company of Common Stock Ordinary Shares, in an aggregate amount not to exceed 5% of the Ordinary Shares of the Company issued outstanding immediately following the time of purchase, in connection with any acquisitions or strategic investments by the Company or any of its subsidiaries so long as such issuances under this clause (3) are conditioned upon the exercise execution by the recipients of currently outstanding warrants. a lock-up letter in the form of Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, provided that the Company issues is not an earnings release or material news or a material event relating to the Company occurs; or (2) Emerging Growth Company, if prior to the expiration of the 9060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 9060-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement under the Securities Act (other than a Registration Statement on Form S-8) relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeX.X. Xxxxxx Securities LLC, other than (A) the Shares to be sold hereunder, (B) Stock issued as consideration for acquisitions entered into or announced after the date hereof; provided, that the shares of Stock issued do not represent more than 10% of the Stock outstanding upon completion of the offering pursuant to this Agreement and the recipient of such shares agrees in writing to be bound by an agreement substantially in the form of Exhibit A attached hereto, (C) the grant of Stock Options, restricted stock awards, phantom stock awards granted under and other equity-based incentive awards to the Company’s Stock Plans in existence directors, officers, employees or consultants pursuant to the Company’s stock incentive plans existing on the date hereof or and in compliance with the requirements of the Exchange (as defined below) and (D) any shares of Stock of the Company issued upon the exercise of options granted, or grants made, other awards or the vesting or other equity-based incentive awards granted under Company Stock Plans, the Company’s stock-based compensation plans existing on the date hereof or (C) shares of Common Stock of the Company issued upon the exercise of currently any warrants outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-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 eventdate hereof.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement under the Securities Act (other than any registration statement on Form S-8) relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeRepresentatives, other than (Aw) the Shares to be sold hereunder, (Bx) awards granted under the Company’s Stock Plans in existence on the date hereof or issuance of any shares of Stock of the Company issued upon the exercise exercise, vesting or settlement of options granted, or grants made, other equity awards granted under Company Stock Plans; (y) the grant of options or other equity awards under Company Stock Plans and the issuance of Stock under the Company’s employee stock purchase plan, in each case to the extent that such plans are disclosed in the Registration Statement and Pricing Disclosure Package; or (Cz) the issuance of Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity; provided, however, that in the case of clause (z), (1) such Stock shall not in the aggregate exceed 10% of the Company’s outstanding shares of Common Stock on a fully diluted basis after giving effect to the sale of the Company issued upon the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or offered Shares contemplated by this Agreement and (2) prior the recipients thereof provide to the expiration Representatives a signed “lock-up” agreement substantially in the form of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-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 eventExhibit A hereto.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or or, except in the case of a registration statement on Form S-8, file with the Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeJ.X. Xxxxxx Securities LLC and Barclays Capital Inc., other than (Ai) the Shares to be sold hereunder, (Bii) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options granted, or grants made, under pursuant to Company Stock Plans, (iii) pursuant to currently outstanding options, warrants or rights issued under one of those plans, (iv) pursuant to employee stock purchase plans, (v) upon the conversion of outstanding preferred stock as set forth in the Pricing Disclosure Package, or (Cvi) the issuance of Shares in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (vi), the aggregate number of shares issued in all such acquisitions and transactions does not exceed 10% of Common Stock the outstanding ordinary shares of the Company issued upon following the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days offering of the 90-day restricted period, Shares and prior to any issuance the Company issues an earnings release or material news or a material event relating shall cause each recipient of such shares to execute and deliver to the Company occurs; or (2Representatives a lock-up agreement substantially in the form of agreement delivered pursuant to Section 8(p) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-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 eventhereof.

Clear Market. For a period of 90 ninety (90) days after the date of the Prospectusoffering of the Securities, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeRepresentatives, other than (A) the Shares Securities to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options granted, or grants made, under Company Stock Plans, or (C) shares of Common Stock issuable upon conversion of the Company issued Securities, (C) any of the transactions contemplated under the caption “Description of the convertible note hedge and warrant transactions” in the Time of Sale Information and the Prospectus, (D) issue the Common Stock issuable upon the exercise of currently warrants, options or other equity awards outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day date hereof, (E) the purchase of the 90-day periodshares of Common Stock pursuant to publicly announced stock repurchase authorizations or from equity plan participants to settle tax liabilities, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on (F) the issuance of shares of Common Stock in an aggregate amount not to exceed $25 million in value at the earnings release time of issuance in connection with the acquisition of, or investment in, other businesses or corporations and (G) the occurrence issuance of stock options, restricted stock, shares of Common Stock or other equity incentive awards pursuant to the Company’s equity compensation or director compensation plans in effect as of the material news or material eventdate hereof.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new 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 without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant (other than restricted stock and stock options granted under the Company Stock Plans)), or publicly disclose the intention to make any offer, sale, pledge, disposition or filingfiling (other than any filings on Form S-8 relating to the Company Stock Plans), or (ii2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeUnderwriter, other than (A) the Shares to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options granted, or grants made, under Company Stock Plans, or (C) shares of Common Stock of the Company issued upon the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 9060-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 9060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 9060-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.18-

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Securities and Exchange Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeRepresentatives, other than (A) the Shares to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options granted, or grants made, granted under Company Stock Plans, or (C) any shares of Common Stock issued in connection with the Company’s dividend reinvestment plan and any shares of Stock issued in connection with the vesting of equity awards granted under Company issued upon the exercise of currently outstanding warrantsStock Plans. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file or submit with the Commission a new registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeRepresentatives, other than (A1) the Shares to be sold hereunder, (B2) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Common Stock of the Company issued upon the exercise of options granted, or grants made, and the settlement of restricted stock awards granted under Company Stock Plans, pursuant to the conversion, exercise or exchange of convertible, exercisable or exchangeable securities or pursuant to the payment of any deferred portion of purchase price (Cincluding, without limitation, upon the achievement of milestones) for the acquisition of any subsidiary of the Company, or the release from an escrow associated with such an acquisition, in each case outstanding on (or, in the instance of an acquisition, consummated prior to) the date hereof and as described in the Registration Statement, Pricing Disclosure Package or the Prospectus, provided no public announcement shall be required or shall be made voluntarily during the Restricted Period in connection with the transactions in this clause (2) (other than any announcement associated with the circumstances of a milestone-based share issuance generally), (3) the grant by the Company of stock options, restricted stock or other equity-based compensation awards (or the issuance of shares of Common Stock upon exercise or settlement thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the Company described in the Registration Statement, Pricing Disclosure Package and Prospectus; provided that, prior to the grant of any such stock options, restricted stock or other equity-based awards to any executive officer or director pursuant to this clause (3) that vest within the Restricted Period, each such recipient of such grant shall have signed and delivered a lock-up letter substantially in the form attached hereto as Exhibit A, (4) shares of 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 or licensing agreements) or any acquisition of assets of, or any acquisition of not less than a majority or a controlling portion of the equity of, another entity, provided that (x) the aggregate number of shares issued during the Restricted Period pursuant to this clause (4) shall not exceed more than ten percent (10%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement and, (y) the recipients of such shares of Common Stock or other securities issued pursuant to this clause (4) during the Restricted Period shall enter into an agreement substantially in the form of Exhibit A hereto or are otherwise restricted in trading by securities laws during the Restricted Period, and (5) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered to the Company’s “employees” (as that term is used in Form S-8) under any employee benefit or equity incentive plans of the Company issued upon described in the exercise of currently outstanding warrants. Notwithstanding the foregoingRegistration Statement, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-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 eventPricing Disclosure Package and Prospectus.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement (other than Registration Statements on Form S-8) under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeRepresentatives, other than (A) the Shares to be sold hereunder, (B) issuances of Ordinary Shares pursuant to the conversion or exchange of convertible or exchangeable securities, the exercise of warrants or options, or otherwise pursuant to awards granted under the Company’s stock-based compensation plans of the Company and its subsidiaries, in each case outstanding on the date hereof, grants of options, Ordinary Shares and other awards pursuant to the terms of a Company Stock Plans Plan in existence effect on the date hereof or any shares issuances of Stock of the Company issued upon Ordinary Shares pursuant to the exercise of such options granted, or grants made, under Company Stock Plans, or (C) shares of Common Stock of the Company issued upon the exercise of currently outstanding warrantspursuant to such awards. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 days after the date of the Prospectusthis Agreement, the Company Selling Stockholder will not (i) offer, pledge, sell, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement under the Securities Act relating to, any shares of Stock the Company’s share capital, including in the form of ADSs or any securities convertible into or exercisable or exchangeable for Stockany shares of the Company’s share capital, including in the form of ADSs (including without limitation, shares of the Company’s share capital, including in the form of ADSs, or such other securities which may be deemed to be beneficially owned by the Selling Stockholder in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledgepledge or disposition, 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 Company’s share capital, including in the form of 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 the Company’s share capital, including in the form of ADSs, or such other securities, in cash or otherwiseotherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of the Company’s share capital, including in the form of ADSs, or any security convertible into or exercisable or exchangeable for any shares of the Company’s share capital, including in the form of ADSs, without the prior written consent of the RepresentativeRepresentatives, in each case other than (A) the Offered Shares to be sold by the Selling Stockholder hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options granted, or grants made, under Company Stock Plans, or (C) shares of Common Stock of the Company issued upon the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new 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, including ADSs, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Representative, other than the (A1) the Shares grants of employee shares options, restricted shares or other equity incentives pursuant to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence share incentive plans existing on the date hereof or of the Prospectus which are described under the caption “Management – Employee Stock Plan” of the Prospectus, (2) any shares of Stock Ordinary Shares of the Company issued upon the exercise of options granted, or grants made, granted under Company Stock Plans, or (C3) shares the registration under the Securities Act and issuance by the Company of Common Stock Ordinary Shares, in an aggregate amount not to exceed 5% of the Ordinary Shares of the Company issued outstanding immediately following the time of purchase, in connection with any acquisitions or strategic investments by the Company or any of its subsidiaries so long as such issuances under this clause (3) are conditioned upon the exercise execution by the recipients of currently outstanding warrants. a lock-up letter in the form of Exhibit A. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, provided that the Company issues is not an earnings release or material news or a material event relating to the Company occurs; or (2) Emerging Growth Company, if prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or or, except in the case of a registration statement on Form S-8, file with the Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeX.X. Xxxxxx Securities LLC and Barclays Capital Inc., other than (Ai) the Shares to be sold hereunder, (Bii) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options granted, or grants made, under pursuant to Company Stock Plans, (iii) pursuant to currently outstanding options, warrants or rights issued under one of those plans, (iv) pursuant to employee stock purchase plans, or (Cv) the issuance of Shares in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (v), the aggregate number of shares issued in all such acquisitions and transactions does not exceed 10% of Common Stock the outstanding ordinary shares of the Company issued upon following the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days offering of the 90-day restricted period, Shares and prior to any issuance the Company issues an earnings release or material news or a material event relating shall cause each recipient of such shares to execute and deliver to the Company occurs; or (2Representatives a lock-up agreement substantially in the form of agreement delivered pursuant to Section 8(p) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-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 eventhereof.

Clear Market. For a period of 90 180 days after the date of the ProspectusProspectus (the “Lock-up Period”), the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement under the Securities Act relating to, any (x) shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, Stock or publicly disclose (y) depositary receipt evidencing shares of Stock or securities convertible into or exercisable or exchangeable for Stock (or the intention right to make any offer, sale, pledge, disposition receive such shares or filing, securities) 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 Representative, other than (Ai) the Shares ADSs to be sold hereunder, hereunder (Band the Shares in respect thereof) awards granted under the Company’s Stock Plans in existence on the date hereof or and (ii) any shares of Stock of the Company issued upon the exercise of options granted, granted under existing employee stock option plans or grants made, under Company Stock Plans, or (C) shares sale of Common Stock securities to members of the Company issued upon Company’s employee stock ownership association or on issuance of such securities to the exercise of currently outstanding warrants. Notwithstanding Company’s officers, directors or employees; provided, however, that notwithstanding any provision herein to the foregoingcontrary, if (1) during in the last 17 days of the 90-day restricted period, event that the Company issues an intends to publish or make a public announcement of its earnings release or material news or a material event relating to the Company occurs; or (2i) within 15 days prior to the expiration of the 90Lock-day restricted periodup Period, the Company announces that it will release earnings results during the 16Lock-day period beginning up Period shall be automatically extended to expire on the last 17th day after such publication or public announcement of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until earnings; or (ii) within 15 days after the expiration of the 18Lock-day period beginning on up Period, the issuance Company shall notify the Representative no later than 17 days before the scheduled date of the earnings release publication or public announcement and the occurrence of Lock-up Period shall be automatically reduced to expire on the material news 16th day before the proposed publication or material eventpublic announcement date.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Securities and Exchange Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeJ.X. Xxxxxx Securities Inc., other than (Ax) the Shares to be sold hereunder, hereunder and (By) awards granted under made (including the Company’s Stock Plans in existence on the date hereof or any transfer of stock certificates with respect thereto), and shares of Stock of the Company stock issued upon the exercise of options granted, or grants made, under pursuant to Company Stock PlansPlans described in the Registration Statement, or (C) shares of Common Stock of the Company issued upon Pricing Disclosure Package and the exercise of currently outstanding warrantsProspectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company 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 submit to, or file with with, the Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeX.X. Xxxxxx Securities LLC, other than (A) the Shares to be sold hereunder, (B) any shares of Stock offered, issued or sold by either of the EVO Parties in satisfaction of their respective obligations to offer, issue or sell shares of Stock pursuant to any of the Exchange Agreement, dated as of May 22, 2018, as amended on November 5, 2018, to which the Company is a party, the Second Amended and Restated Limited Liability Company Agreement of EVO LLC, dated as of May 22, 2018, or the Registration Rights Agreement, dated as of May 22, 2018, to which the Company is a party (provided, that, this clause (B) shall only apply with regard to issues, offers and sales of shares of Stock by the EVO Parties and nothing in this clause (B) shall be deemed to release any stockholder of the Company from such stockholder’s obligations contained in any lock-up letter such stockholder has executed with the Representative), (C) grants of options, shares of Stock and other awards granted to purchase or receive shares of Stock issued under the Company’s Stock Plans any employee benefit plan in existence effect on the date hereof or any that is described in the Pricing Disclosure Package, (D) issuances of shares of Stock of the Company issued upon the exercise or settlement of options grantedor other awards granted under any employee benefit plan in effect on the date hereof or that is described in the Pricing Disclosure Package, (E) the filing by the Company of any registration statement on Form S-8 (or grants madeany successor form), (F) establishing a trading plan pursuant to Rule 10b5-1 under Company Stock Plans, or (C) the Exchange Act for the transfer of shares of Common Stock (provided, that such plan does not provide for the transfer of the Company issued upon the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) Stock during the last 17 days of the 90-day restricted periodperiod and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of any EVO Party), (G) issuing shares of Stock in connection with any acquisitions, strategic investments or any other transaction that includes a bona fide commercial relationship with the Company issues an earnings release or material news any of its subsidiaries (including joint ventures, marketing or a material distribution arrangements, collaboration agreements or intellectual property license agreements) (provided that (x) the aggregate number of shares of Stock issued pursuant to this clause (G) shall in no event relating exceed 5% of the total number of shares of Stock outstanding as of the Closing Date and (y) each recipient of such Stock shall execute and deliver to the Representative a letter substantially in the form of Exhibit A hereto) and (H) the filing or confidential submission by the Company occurs; of any shelf registration statement on or after June 1, 2019 (2) prior provided that the sale of any shares of Stock, capital stock or common units in EVO LLC pursuant to any such shelf registration statement shall remain subject to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by set forth in 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 eventSection 5(h)).

Clear Market. For a period of 90 180 days after the date of the Prospectus, 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, any Ordinary Shares or file with the Commission a new registration statement under the Securities Act relating to, any shares of Stock 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 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 any Ordinary Shares or any such other securitiesADSs, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock any Ordinary Shares or ADSs or such other securities, in cash or otherwise, or (iii) file with the Commission a registration statement under the Securities Act relating to any Ordinary Shares or ADSs, in each case without the prior written consent of the RepresentativeRepresentatives, other than (A) the Shares Offered ADSs to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or hereunder and any shares of Stock Ordinary Shares of the Company issued upon the exercise of options granted, or grants made, that were granted under Company Stock Plans, or (C) shares of Common Stock Plans and outstanding on the date of the Company issued upon the exercise of currently outstanding warrantsProspectus. Notwithstanding the foregoing, the Company may grant options under Company Stock Plans during the 180-day restricted period that are exercisable for an aggregate of no more than 500,000 Ordinary Shares, provided that such options may not be exercised during the 180-day restricted period. Further notwithstanding the foregoing, if (1) during the last 17 days of the 90180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or or, except in the case of a registration statement on Form S-8, file with the Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeX.X. Xxxxxx Securities LLC and Barclays Capital Inc., other than (Ai) the Shares to be sold hereunder, (Bii) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options granted, or grants made, under pursuant to Company Stock Plans, (iii) pursuant to currently outstanding options, warrants or rights issued under one of those plans, (iv) pursuant to employee stock purchase plans, (v) upon the conversion of outstanding preferred stock as set forth in the Pricing Disclosure Package, or (Cvi) the issuance of Shares in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (vi), the aggregate number of shares issued in all such acquisitions and transactions does not exceed 10% of Common Stock the outstanding ordinary shares of the Company issued upon following the exercise offering of currently outstanding warrantsthe Shares and prior to any issuance the Company shall cause each recipient of such shares to execute and deliver to the Representatives a lock-up agreement substantially in the form of agreement delivered pursuant to Section 8(p) hereof. Notwithstanding the foregoing, if (1) during the last 17 days of the 90180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If X.X. Xxxxxx Securities LLC and Barclays Capital Inc. in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(p) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectlyindirectly submit to, or file with with, the Commission a new registration statement under the Securities Act relating to, any shares of Stock Ordinary Shares, ADSs or any securities convertible into or exercisable or exchangeable for StockShares, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock any Shares or 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 Shares, ADSs or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeX.X. Xxxxxx Securities LLC and BofA Securities, Inc., other than (A) the Shares to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock Shares of the Company issued upon the exercise of options granted, or grants made, granted under Company Stock Share Plans, (C) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Share Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) Shares 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 or licensing agreements) or any acquisition of assets of not less than a majority or controlling portion of the equity of another entity, provided that the aggregate number of the shares issued pursuant to clause (D) shall not exceed more than five percent (5%) of the total number of outstanding Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement, or (CE) shares of Common Stock of Ordinary Shares issued in connection with the Company issued upon transactions contemplated by the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-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 eventMerger Agreement.

Clear Market. For a period of 90 180 days after the date of the ProspectusProspectus (such period, the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and Credit Suisse Securities (USA) LLC (the Representative“Lock-Up Representatives”), other than (A) the Shares to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock of the Company issued upon the exercise of options grantedgranted under any equity incentive plans or stock purchase plans of the Company described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (“Company Stock Plans”), issuance of shares pursuant to stock purchase or sale rights described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, sales of shares pursuant to and grants made, of equity awards granted under Company Stock Plans, or (C) shares in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and the issuance of Common Stock up to a number of the Company’s shares equal to ten percent (10%) of the Company’s then outstanding shares immediately following the offering of the Shares in connection with mergers or acquisitions of businesses, entities, property or other assets, joint ventures or strategic alliances; provided that the Company issued upon shall cause each such recipient of shares to execute and deliver to the exercise Representatives a lock-up letter substantially in the form of currently outstanding warrantsExhibit A hereto for the balance of the 180-day restricted period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted periodRestricted 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 90-day restricted periodRestricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day periodRestricted 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 Lock-Up Representatives, in their sole discretion, agree to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 8(o) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 90 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement under the Securities Act (other than a Registration Statement on Form S-8) relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeUnderwriter, other than (A) the Shares to be sold hereunder, (B) Stock issued as consideration for acquisitions entered into or announced after the date hereof; provided, that the shares of Stock issued do not represent more than 10% of the Stock outstanding upon completion of the offering pursuant to this Agreement and the recipient of such shares agrees in writing to be bound by an agreement substantially in the form of Exhibit A attached hereto, (C) the grant of Stock Options, restricted stock awards, phantom stock awards granted under and other equity-based incentive awards to the Company’s Stock Plans in existence directors, officers, employees or consultants pursuant to the Company’s stock incentive plans existing on the date hereof or and in compliance with the requirements of the Exchange (as defined below) and (D) any shares of Stock of the Company issued upon the exercise of options granted, or grants made, other awards or the vesting or other equity-based incentive awards granted under Company Stock Plans, the Company’s stock-based compensation plans existing on the date hereof or (C) shares of Common Stock of the Company issued upon the exercise of currently any warrants outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-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 eventdate hereof.

Clear Market. For a period of 90 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectlyindirectly submit to, or file with with, the Commission a new registration statement under the Securities Act relating to, any shares of Stock Ordinary Shares, ADSs or any securities convertible into or exercisable or exchangeable for StockShares, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock any Shares or 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 Shares, ADSs or such other securities, in cash or otherwise, without the prior written consent of the RepresentativeX.X. Xxxxxx Securities LLC and BofA Securities, Inc., other than (A) the Shares to be sold hereunder, (B) awards granted under the Company’s Stock Plans in existence on the date hereof or any shares of Stock Shares of the Company issued upon the exercise of options granted, or grants made, granted under Company Stock Share Plans, or (C) shares the filing by the Company of Common Stock any registration statement on Form S-8 or a successor form thereto relating to a Company Share Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) Shares 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 or licensing agreements) or any acquisition of assets of not less than a majority or controlling portion of the Company issued upon equity of another entity, provided that the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days aggregate number of the 90shares issued pursuant to clause (D) shall not exceed more than five percent (5%) of the total number of outstanding Shares immediately following the issuance and sale of the Underwritten Shares pursuant to this Agreement. If X.X. Xxxxxx Securities LLC and BofA Securities, Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-day restricted periodup letter described in Section 8(n) hereof for an officer, director or a member of the management board of the Company, and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit E hereto at least three business days before the effective date of the release or waiver, the Company issues an earnings agrees to announce the impending release or material waiver by a press release substantially in the form of Exhibit F hereto through a major news or a material event relating to service at least two business days before the Company occurs; or (2) prior to the expiration effective date of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-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 eventwaiver.

Clear Market. For a period of 90 60 days after the date of the Prospectusoffering of the Securities, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a new registration statement under the Securities Act relating to, any shares of Stock Common Shares or any securities convertible into or exercisable or exchangeable for StockCommon Shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Common Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Common Shares or such other securities, in cash or otherwise, without the prior written consent of the Representative, other than Representatives; provided that (Ai) the Shares Company may issue and sell the Securities to be sold hereunderthe Underwriters pursuant to this Agreement, (Bii) awards granted under the Company may issue and sell Common Shares or securities convertible into, or exercisable or exchangeable for, Common Shares pursuant to any employee stock option plan, stock ownership plan or distribution reinvestment plan of the Company in effect at the Execution Time, (iii) the Company may issue Common Shares issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time, and (iv) subject to prior approval by the Compensation Committee of the Company’s Stock Plans in existence on the date hereof or any shares Board of Stock of the Company issued upon the exercise of options granted, or grants made, under Company Stock Plans, or (C) shares of Common Stock of the Company issued upon the exercise of currently outstanding warrants. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted periodDirectors, the Company issues an earnings release may issue Common Shares, restricted Common Shares or material news any securities convertible into, or a material event relating exercisable or exchangeable for, Common Shares, pursuant to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-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 eventCompany’s 2007 Share Incentive Plan.