Common use of Company Lock-Up Clause in Contracts

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the Company shall not, without the prior written consent of the Representative, (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, any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, whether any such transaction described in clause (i)-(iv) above is to be settled by delivery of such securities, in cash or otherwise. The Company acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend make any short sale or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The , except (i) to the Underwriters pursuant to this Agreement, (ii) the issuance by the Company acknowledges of shares of Common Stock upon the exercise of any stock options or warrants, or upon the conversion of any shares of preferred stock of the Company, outstanding as of the date hereof and agrees thatdisclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (iii) the issuance by the Company of shares of Common Stock or securities convertible into shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; provided that prior to the effective date issuance of any release such shares of Common Stock or waiver securities convertible into shares of Common Stock where such shares or securities vest within the restrictions set forth in this paragraph 3 or paragraph 7 belowLock-Up Period, the Company shall announce cause each recipient of such grant or issuance to execute and deliver to you a lock-up agreement substantially in the impending release form of Exhibit A hereto (a “Lock-Up Agreement”) and issue stop order restrictions to its transfer agent and registrant for the Common Stock with respect to any transaction or waiver contemplated transaction that would constitute a breach or default under the applicable Lock-Up Agreement; (iv) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; or (v) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the acquisition by press release through a major news service at least two Business Days before the effective date Company of the release securities, business or waiver. Any release assets of another person or waiver granted entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (v) shall only be effective two Business Days after not exceed 5% of the publication date total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and provided further, that the Company shall cause each recipient of such press release. The provisions of this paragraph will not apply if the release shares or waiver is effected solely other securities to permit execute and deliver to you, on or prior to such issuance, a Lock-Up Agreement and issue stop order restrictions to its transfer not for consideration agent and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and registrar for the duration Common Stock with respect to any transaction or contemplated transaction that such terms remain in effect at would constitute a breach of or default under the time of the transferapplicable Lock-Up Agreement.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period without the Underwriter’s consent. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Underwriter in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Underwriter, co-manager and the transferee has agreed in writing to be bound by the same terms described in this Agreement each stockholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date that is 180 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock or Class B Common Stock, Founder Sharespar value $0.001 per share (the “Class B Common Stock”), Warrants or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock or Class B Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of the Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Class B Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement and (i) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under any Company Stock Plan that is in effect as of or prior to the First Closing Date, (ii) issuances of shares of Common Stock upon the exercise of options or other awards granted under any Company Stock Plan, (iii) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions, provided that such securities shall be restricted from sale during the Lock-Up Period, (iv) the issuance of shares of Common Stock issuable upon the exchange of shares of the Company’s Class B Common Stock as described in the Prospectus, provided that such Common Stock shall be restricted from sale during the Lock-Up Period, and (v) the filing of one or more registration statements on Form S-8. The Company acknowledges and agrees thatnot to accelerate the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any option, warrant or convertible promissory note prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall notalso covenants with each Underwriter that, without the prior written consent of Xxxxx Xxxxxxx & Co. on behalf of the RepresentativeUnderwriters, it will not, during the period ending 90 days after the date of the Prospectus (the “Restricted Period”), (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, lend make any short sale, lend, or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(iv) 1 or 2 above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (3) confidentially submit any draft registration statement or file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence shall not apply to (a) the Securities to be sold hereunder, (b) the issuance by the Company acknowledges and agrees of shares of Common Stock upon the exercise of an option or warrant or the conversion or vesting of a security outstanding on the date hereof of which the Underwriters have been advised in writing, provided that, prior any director or executive officer that is a recipient of such shares has delivered to the effective date Underwriters a “lock-up” agreement (the “Lock-Up Agreement”) substantially in the form of any release Exhibit A hereto, (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or waiver filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period, (d) grants of stock options, stock awards, restricted stock, restricted stock units or other equity awards and the issuance of Common Stock or securities convertible into or exercisable for Common Stock (whether upon the exercise of stock options, the vesting of restricted stock units, or otherwise) to employees, officers, directors, advisors, or consultants of the restrictions set forth Company pursuant to the terms of a plan in this paragraph 3 or paragraph 7 beloweffect on the date hereof and described in the Time of Sale Prospectus, provided that the Company shall announce cause each newly appointed director or executive officer that is a recipient of such securities to enter into a Lock-Up Agreement substantially in the impending release or waiver by press release through a major news service at least two Business Days before form of Exhibit A covering the effective date remainder of the release Restricted Period, (e) the filing of any registration statement on Form S-8 relating to securities granted or waiver. Any release to be granted pursuant to any plan in effect on the date hereof and described in the Time of Sale Prospectus or waiver granted shall only be effective two Business Days after any assumed benefit plan contemplated by clause (f) below, (f) the publication date entry into an agreement providing for the issuance by the Company of Common Stock or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration acquisition, and the transferee has agreed in writing issuance of any Common Stock or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to be bound receive Common Stock pursuant to any such agreement or (y) the Company’s joint ventures, commercial relationships and other strategic transactions, provided that the aggregate number of shares of Common Stock securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (f) shall not exceed 5% of the total number of shares of Common Stock outstanding as of the Closing Date immediately following the completion of the transactions contemplated by the same terms described in this Agreement to be completed as of that date and provided all recipients of any such securities shall enter into a Lock-Up Agreement covering the extent and for the duration that such terms remain in effect at the time remainder of the transferRestricted Period and (g) the issuance by the Company of warrants in connection with debt financings and the issuance by the Company of shares of Common Stock upon the exercise of such warrants provided that the aggregate number of warrants or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (g) shall not exceed 5% of the total number of shares of Common Stock outstanding as of the Closing Date immediately following the completion of the transactions contemplated by this Agreement to be completed as of that date and provided all recipients of any such securities shall enter into a Lock-Up Agreement covering the remainder of the Restricted Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (u) the sale of the Securities as contemplated by this Agreement, (v) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities or upon the vesting of equity awards disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (w) the issuance by the Company of shares of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof, in the ordinary course of business consistent with past practices and as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (x) the issuance by the Company of shares of Common Stock pursuant to those certain Third Amendment to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017, by and between the Company and each of Midroc Invest AB, FastPartner AB and Xenella Holding AB, as may be amended or restated from time to time, (y) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (y) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, on or prior to such issuance, a Lock-Up Agreement (as defined below) and issue stop transfer instructions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-up Agreement, or (z) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Company. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement, (ii) pursuant to the exercise or conversion of any options, warrants, rights or convertible securities outstanding on the date hereof and disclosed in the Time of Sale Disclosure Package and the Prospectus, or (iii) securities issued pursuant to employee benefit plans, equity incentive plans or similar plans existing on the date hereof and described in the Prospectus. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Representative in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Representative and the transferee has agreed in writing to be bound by the same terms described in this Agreement each stockholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (x) the sale of the Securities as contemplated by this Agreement, (y) issuances of shares of Common Stock upon the exercise or conversion of Options, warrants or convertible securities outstanding as of the date of this Agreement, and (z) the issuance of employee stock options not exercisable during the Lock-Up Period pursuant to the Company Stock Plans as in effect on the date hereof in the ordinary course of business consistent with past practices. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Underwriter in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Underwriter and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. Notwithstanding the foregoing, the Company may make, as referenced in the Registration Statement, the Time of Sale Disclosure Package and Prospectus, (w) issuances of shares of Common Stock to satisfy anti-dilution adjustment provisions for prior securities issuances, (z) issuances of shares of Common Stock pursuant to licensing agreements or similar agreements, and (aa) issuances of shares of Common Stock to satisfy the conversion of the Company’s 2019 Senior Convertible Notes and line of credit agreements. In addition, the Company may also make (x) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under the Company Stock Plans that are in effect as of or prior to the date hereof, or (y) issuances of shares of Common Stock upon the exercise of options or other awards granted under such Company Stock Plans. The Company acknowledges and agrees thatnot to accelerate the vesting of any option or warrant or exercise any repurchase or expiry right in respect of any option or warrant, including the common share purchase warrants issued in connection with the Company’s various private placements prior to the date hereof, prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 250 days after the date of the Prospectus (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Ordinary Shares or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of Common Stock, for Ordinary Shares or (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder the Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, whether any such transaction described in clause (i)-(ivi) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except (a) to the Underwriters pursuant to this Agreement or (b) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Lock-Up Period, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 belowLock-Up Period. In addition, the Company shall announce will not purchase any shares of its capital stock during the impending release or waiver by press release through a major news service at least two Business Days before 12-month period following the effective date closing of the release Offering, other than repurchases at cost or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement without cost pursuant to the extent terms of its share option and for the duration that such terms remain in effect at the time of the transferrestricted share purchase agreements, if any.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “LockUp Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing Lock-Up Period shall not apply to (i) the Securities to be sold to the Underwriters pursuant to this Agreement; (ii) any shares of Common Stock issued by the Company acknowledges upon the exercise of an option or warrant, the exercise of any preemptive rights, the vesting of a restricted stock unit or the conversion or exchange of a security outstanding on the date hereof and referred to in the Time of Sale Disclosure Package and the Prospectus, (iii) any shares of Common Stock or restricted common stock issued or restricted stock units or options to purchase Common Stock granted pursuant to any Company Stock Plans or deferred compensation arrangements referred to in the Time of Sale Disclosure Package and the Prospectus, (iv) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Time of Sale Disclosure Package and the Prospectus, (v) shares of Common Stock or other securities issued by the Company in connection with joint ventures, commercial relationships or other strategic transactions; provided, however, that any recipients of securities pursuant to this clause (v) shall enter into Lock-Up Agreements (as defined below) in substantially the form of Exhibit A hereto with respect to the remaining portion of the Lock-Up Period; or (vi) the filing of one or more registration statements on Form S-8 with respect to any securities issued pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus. The Company agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Boustead Securities, LLC and Brilliant Norton Securities Company Limited, from the Representativedate of execution of this Agreement and continuing to and including the date that is 180 days after the date of the Prospectus (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Ordinary Shares or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of Common Stock, for Ordinary Shares or (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder the Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, whether any such transaction described in clause (i)-(ivi) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in Lock-Up Period. Notwithstanding the foregoing, this paragraph 3 Section 4(n) shall not apply with respect to Ordinary Shares, restricted shares, restricted share units or paragraph 7 belowoptions to employees, officers or directors of the Company pursuant to any share or option incentive plan duly adopted by the Company for such purpose, for services rendered to the Company, provided that each such issuance, at the time such issuance is made, shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date not result in greater than 5% dilution of the release or waiverCompany, on a fully diluted basis, during the Lock-up Period. Any release recipient of Ordinary Shares or waiver other securities issued or granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms as described in this section during the Lock-Up Period shall enter into a Lock-Up Agreement to substantially in the extent and for the duration that such terms remain in effect at the time form of the transferExhibit A hereto.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement and (x) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under the Company Stock Plans that are in effect as of or prior to the date hereof, or (y) issuances of shares of Common Stock upon the exercise of options or other awards granted under such Company Stock Plans or the Company’s preferred stock outstanding as of the date hereof pursuant to the terms thereof as of such date. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by you in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Underwriter and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Xxxxx Xxxxxxx and KKR, from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase, lend short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the 1933 Act relating to, any Firm Unitssecurities of the Company that are substantially similar to the Securities, including but not limited to any options or warrants to purchase shares of Common Stock, Founder Shares, Warrants Stock or any securities that are convertible into, or exercisable, into or exchangeable for, shares of or that represent the right to receive, Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible intosuch substantially similar securities, or exercisablepublicly disclose the intention to make any offer, sale, pledge, disposition or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, filing or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of the Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stocksuch other securities, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The otherwise (other than the Securities to be sold hereunder or pursuant to employee equity incentive plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), except (a) issuances of Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company acknowledges by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Securities; provided that (x) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the Closing Date are issued as consideration in connection with all such acquisitions and agrees that, (y) prior to the effective date issuance of any release or waiver such shares of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date Company’s capital stock each recipient of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed shares agrees in writing to be bound subject to the “lock-up” described in Section 5(g) herein and (b) entry into, and public announcement of, agreements to issue (but not the actual issuance of) Securities as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the same terms described Company by any other manner of any business, properties, assets, or persons, in this Agreement to the extent and for the duration that such terms remain in effect at the time one transaction or a series of the transferrelated transactions.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) offer, pledge, announce the intention to offer or sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable forfor Common Stock or file with the Commission a registration statement under the Act relating to, any shares of Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, or publicly disclose the intention to make any such filing (iii) complete any offering of debt securities of other than filings on Form S-8 relating to the Company’s equity incentive plans existing on the date hereof), other than entering into a line of credit with a traditional bank, or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The otherwise except to the Underwriters pursuant to this Agreement and (i) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under the Company acknowledges and agrees that, Stock Plans that are in effect as of or prior to the effective date hereof, (ii) issuances of shares of Common Stock upon the exercise, vesting or settlement of options or restricted stock units or other awards outstanding as of the date hereof (including for this purpose shares of Common Stock withheld by the Company for the purpose of paying on behalf of the holder thereof the exercise price of stock options or for paying taxes due as a result of such exercise, vesting or settlement), (iii) issuances of any release shares of Common Stock related to the filing by the Company of any registration statement on Form S-8 or waiver a successor form thereto relating to shares of Common Stock granted under any equity compensation plan or employee stock purchase plan, or (iv) issuances of any shares of Common Stock upon the exercise of warrants outstanding as of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferhereof.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Evercore Group L.L.C., from the Representativedate of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The , except (i) to the Underwriters pursuant to this Agreement; (ii) the issuance by the Company acknowledges of shares of Common Stock to pay the accrued but unpaid preferred return to holders of Series A Preferred Units of ElectroCore LLC as described in the Time of Sale Disclosure Package and agrees thatin the Prospectus; (iii) the issuance by the Company of shares of Common Stock upon the exercise of any stock options or warrants, or upon the conversion of any shares of preferred stock of the Company, outstanding as of the date hereof and disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (iv) the issuance by the Company of shares of Common Stock or securities convertible into shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; provided that prior to the effective date issuance of any release such shares of Common Stock or waiver securities convertible into shares of Common Stock where such shares or securities vest within the restrictions set forth in this paragraph 3 or paragraph 7 belowLock-Up Period, the Company shall announce cause each recipient of such grant or issuance to execute and deliver to you a lock-up agreement substantially in the impending release form of Exhibit A hereto (a “Lock-Up Agreement”) and issue stop order restrictions to its transfer agent and registrar for the Common Stock with respect to any transaction or waiver contemplated transaction that would constitute a breach or default under the applicable Lock-Up Agreement; (v) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; and (vi) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the acquisition by press release through a major news service at least two Business Days before the effective date Company of the release securities, business or waiver. Any release assets of another person or waiver granted entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (vi) shall only be effective two Business Days after not exceed 5% of the publication date total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and provided further, that the Company shall cause each recipient of such press releaseshares or other securities to execute and deliver to you, on or prior to such issuance, a Lock-Up Agreement and issue stop order restrictions to its transfer agent and registrar for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement. The provisions Company agrees not to accelerate the vesting of this paragraph will not apply if any option or warrant or the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement lapse of any repurchase right prior to the extent and for the duration that such terms remain in effect at the time expiration of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (C) publicly announce any intention to do any of the foregoing; provided, however, that the foregoing restriction shall not apply to the issuance of securities (i) to the Underwriters pursuant to this Agreement, (ii) to directors, officers, employees and consultants of the Company pursuant to employee benefit plans, equity incentive plans or other employee compensation plans existing on the date hereof and as described in the Prospectus, (iii) pursuant to the exercise, exchange or conversion of any options, warrants, restricted stock units, rights or convertible securities outstanding on the date hereof, (iv) in connection with any joint venture, commercial or collaborative relationship, the acquisition or license by the Company of the securities, businesses, property or other assets of another person, or (v) to one or more non-financial investors in connection with an equity investment in the Company, so long as such issuances and sales occur no earlier than 45 days after the date of this Agreement; provided, however, that in the case of clauses (iv) and (v) any recipient of such securities agrees to be bound in writing by the restrictions on the resale of securities consistent with the lock-up letters described in Section 4(x) hereof for the remainder of the Lock-Up Period. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx, Xxxxxxxx & Company, from the Representativedate of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (i) the Securities to be sold to the Underwriters hereunder, (ii) the issuance by the Company acknowledges of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof which is described in the Time of Sale Disclosure Package and agrees the Prospectus, or of which the Underwriters have been advised in writing, (iii) the grant by the Company of stock options or other stock-based awards (or the issuance of shares of Common Stock upon exercise thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the Company described in the Time of Sale Disclosure Package and the Prospectus; provided that, prior to the effective date grant of any release such stock options or waiver other stock-based awards pursuant to this clause (iii) that vest within the Lock-Up Period, each recipient of such grant shall sign and deliver a lock-up agreement substantially in the form of Exhibit A hereto, (iv) 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 under any employee benefit or equity incentive plans of the restrictions set forth Company described in this paragraph 3 the Time of Sale Disclosure Package and the Prospectus to the Company’s “employees” (as that term is used in Form S-8); or paragraph 7 below(vi) shares of Common Stock or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures, the Company shall announce the impending release marketing or waiver by press release through distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or not less than a major news service at least two Business Days before the effective date majority or controlling portion of the release or waiver. Any release or waiver granted equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (vi) shall only not exceed 5% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Firm Shares pursuant hereto and (y) any such shares of Common Stock and securities issued pursuant to this clause (v) during the Lock-Up Period shall be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement subject to the extent and restrictions described above for the duration that such terms remain in effect at the time remainder of the transferLock-Up Period.

Company Lock-Up. During the For a period commencing on the effective date hereof and ending on the 90th day after the date of this Agreement and ending 180 days after such date(the “Lock-Up Period”), the Company shall notagrees not to, directly or indirectly, without the prior written consent of the RepresentativeRepresentatives, (i1) offer, pledgeoffer for sale, 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 pledge or otherwise transfer dispose of (or dispose enter into any transaction or device that is designed to, or would be reasonably expected to, result in the disposition by any person at any time in the future of, directly or indirectly, ) any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, into or exchangeable forfor Common Stock or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv2) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, such shares of Common Stock, whether any such transaction described in clause (i)-(iv1) or (2) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration under the Securities Act for the offer and sale by the Company of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding sentence shall not apply to any one or more of the following: (A) the Shares to be sold hereunder and any post-effective amendments to the Registration Statement filed consistent with the terms of this Agreement, (B) the issuance of shares of Common Stock, restricted stock units, options to purchase Common Stock or units pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the date of this Agreement or pursuant to currently outstanding restricted stock units, options, warrants or rights, (C) the filing of any registration statement on Form S-8 in respect of any employee benefit plan, qualified stock option plan or other employee compensation plan in effect on the date hereof and described in the Prospectus, and (D) shares of Common Stock to be issued to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger, co-promotion or distribution arrangement, or the acquisition or in-licensing of any business products or technologies; provided, that the aggregate number of shares of Common Stock issued under this Subsection (D) shall not exceed 5% of the number of shares of Common Stock of the Company outstanding as of the date hereof; and provided further, that prior to such issuance, each recipient of such shares under this subsection (D) shall execute and deliver to the Representatives a Lock-Up Agreement (as defined below) substantially in the form of Exhibit A hereto. The Company acknowledges agrees to cause each officer and agrees thatdirector and certain stockholders of the Company set forth on Schedule D hereto to furnish to the Underwriters, prior to the effective date Closing Date, a letter or letters, substantially in the form of any release or waiver of Exhibit A hereto (the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release“Lock-Up Agreements”). The provisions Company will enforce the terms of this paragraph will not apply if the release or waiver is effected solely to permit a each Lock-Up Agreement and issue stop-transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement instructions to the extent and transfer agent for the duration Common Stock with respect to any transaction or contemplated transaction that such terms remain in effect at would constitute a breach of or default under the time of the transferapplicable Lock-Up Agreement.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing to and including the date ninety (90) days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (w) the sale of the Securities as contemplated by this Agreement, (x) issuances of shares of Common Stock on or after the forty-sixth (46th) day of the Lock-Up Period as consideration in connection with the Company’s acquisition of the businesses, assets or securities of one or more other companies, in an aggregate amount not to exceed five percent (5%) of the number of shares of Common Stock outstanding after giving effect to the offering and sale of the Securities, (y) issuances of shares of Common Stock pursuant to the Company’s equity incentive plans in the ordinary course of business, upon the vesting of restricted stock, exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (z) the issuance of employee or director equity awards not exercisable or vesting during the Lock-Up Period pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Underwriter in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Underwriter and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (x) the sale of the Securities as contemplated by this Agreement, (y) issuances of shares of Common Stock pursuant to the Company’s employee stock purchase plans, upon the vesting of restricted stock, exercise or conversion of options or convertible securities, in each case as disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (z) the issuance of employee or director equity awards not exercisable or vesting during the Lock-Up Period (other than shares issued to directors in lieu of directors’ fees, which may be issued during the Lock-Up Period) pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices. The Company acknowledges and agrees thatnot to accelerate the vesting of any equity award, except in connection with a Change in Control (as defined in the applicable Company equity plan) or as a result of operational actions not taken for the purpose of accelerating the vesting of such equity award, or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Underwriter in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Underwriter and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (a) to the Underwriters pursuant to this Agreement, (b) grants of options or the issuance of shares of Common Stock by the Company pursuant to equity-incentive plans described in the Time of Sale Prospectus (c) upon exercise or conversion of securities outstanding as of the date hereof, or (d) pursuant to the terms of that certain Contingent Value Rights Agreement, dated as of April 13, 2011 by and among the Company (formerly RXi Pharmaceuticals Corporation), Computershare Trust Company, N.A., Computershare Inc., and Xxxxxx X. Xxxxxxx, as the Stockholder Representative, as amended. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions in this paragraph (ix), unless otherwise waived by the Representative in writing, shall continue to apply until the expiration of the date that is 18 calendar days after the date on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The Company acknowledges will provide the Representative and agrees that, prior each stockholder subject to the effective date Lock-Up Agreement (as defined below) with prior notice of any release or waiver such announcement that gives rise to the extension of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of BTIG, LLC, from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is made pursuant to the Company’s At-the-Market Program or otherwise, or is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (w) the sale of Securities to the Underwriters pursuant to this Agreement, (x) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (y) the issuance of employee stock options or other equity compensation or awards not exercisable during the Lock-Up Period or exchange of outstanding equity awards pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, in effect on the date hereof, in the ordinary course of business consistent with past practice and (z) issuances of shares to certain Company lenders in connection with term loan borrowings by the Company under the Company’s credit facility with Deerfield ELGX Revolver, LLC and certain its affiliates and with Deerfield Private Design Fund IV, L.P. and certain of its affiliates, in effect on the date hereof. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement, pursuant to the Company’s director or employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Prospectus, the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof and the issuance of options, warrants or rights after the date hereof in the ordinary course of business and consistent with past practice, including the filing of any registration statement on Form S-8 relating to such issuances. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Representatives in writing, shall continue to apply until the expiration of the date that is 18 calendar days after the date on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs; provided, however, that if the Company has “actively traded securities” within the meaning of Rule 101(c)(1) of Regulation M of the Exchange Act, and otherwise satisfies the requirements set forth in this paragraph 3 Rule 139 of the Securities Act that would permit the Representatives or paragraph 7 belowany underwriter to publish issuer specific research reports pursuant to Rule 139, the Lock-Up Period shall not be extended upon the occurrence of (1) or (2) above. The Company shall announce will provide the impending release or waiver by press release through a major news service at least two Business Days before Representatives, any co-managers and each shareholder subject to the effective date Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the extension of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing to and including the date 75 days after the date of the Prospectus (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, Stock or (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivi) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement other than (i) the Company’s sale of the Securities hereunder, (ii) the issuance of restricted Common Stock, options to acquire Common Stock or other equity awards pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Time of Sale Prospectus and the Prospectus and the issuance of Common Stock pursuant to the valid exercises or vesting of options, warrants or rights so granted or outstanding on the date hereof, and (iii) in connection with the consummation by the Company of a strategic partnership, joint venture, collaboration or acquisition or license of any business products or technology, provided that (A) the aggregate number of shares of Common Stock that may be issued pursuant to this clause (iii) shall not exceed five percent (5%) of the number of shares of Common Stock outstanding immediately after the closing of the sale of the Securities to the Underwriter pursuant to this Agreement, and (B) this clause (iii) shall not be available unless each recipient of such Common Stock shall have, prior to, or concurrently with, the entry of a definitive agreement in connection with the applicable partnership, joint venture, collaboration, acquisition or license, agreed in writing not to sell, offer, dispose of or otherwise transfer any such Common Stock (or engage in any short sales of Common Stock prior to the issuance of such Common Stock) during the remainder, if any, of the Lock-Up Period without the prior written consent of the Underwriter). The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Xxxxx-Xxxxxx Capital Group LLC, from the Representativedate of execution of this Agreement and continuing to and including the date 60 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement, provided, however, that the Company may issue and sell Common Stock or stock options pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect on the date hereof and the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding on the date hereof. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by Xxxxx-Xxxxxx Capital Group LLC in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Representative, any co-managers and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeUnderwriters, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (x) the sale of the Shares as contemplated by this Agreement, (y) issuances of shares of Common Stock upon the exercise or conversion of Options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Disclosure Package and the Prospectus, and (z) the issuance of employee stock options not exercisable and shares of restricted stock that do not vest during the Lock-Up Period pursuant to the Company Stock Plans as in effect on the date hereof in the ordinary course of business consistent with past practices. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 LockUp Period without the Underwriters’ prior written consent. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Underwriters in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Underwriters and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Cantor Fxxxxxxxxx & Co., from the Representativedate of execution of this Agreement and continuing to and including the date 60 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement, (ii) for issuances and grants to directors, officers, employees and consultants of the Company pursuant to the Company Stock Plans, (iii) for issuances pursuant to the exercise of outstanding options or warrants or conversion of convertible securities described as outstanding in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, and (iv) for issuances of common stock or securities convertible into or exercisable for shares of common stock in connection with any acquisition, collaboration, licensing or other strategic transaction or any debt financing transaction, so long as the purpose of such issuance is not solely for capital raising; provided, that in the case of this clause (iv), such issuances shall not be greater than 5% of the total outstanding shares of common stock outstanding immediately after the completion of this offering and each recipient of shares of common stock, or securities exchangeable or exercisable for or convertible into common stock, shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such shares or securities during the remainder of the Lock-Up Period. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on beginning from the effective date hereof and continuing to and including the earlier of (a) the date of this the closing of the transactions contemplated by the Second Securities Purchase Agreement (the “Additional Investment”) and ending 180 days after such date(b) the date of the Company’s first meeting of stockholders at which a proposal to approve the Additional Investment is not approved by the Company’s stockholders (the “Lock Up Period”), the Company shall not, without the prior written consent of the Representative, (i) agrees that it will not offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase, lend short sale or otherwise transfer or dispose ofdispose, directly or indirectlyexcept as provided hereunder, of any Firm Units, shares securities of the Company that are substantially similar to the Common Stock, Founder Shares, Warrants including but not limited to any options or warrants to purchase Common Shares or any securities that are convertible into, or exercisable, into or exchangeable for, shares or that represent the right to receive, Common Shares or any such substantially similar securities; provided, however, that the Company may, without the consent of Common Stockthe Purchasers, (i) effect the transactions contemplated pursuant to this Agreement and the Second Securities Purchase Agreement; (ii) file or cause to be filed any registration statement with issue the Commission relating to SWK Warrant and the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common StockShares issuable upon exercise thereof, (iii) complete issue Common Shares or options or stock units to purchase Common Shares, or issue Common Shares upon exercise of options or settlement of stock units, pursuant to any offering stock option, stock unit agreement, stock bonus, employee stock purchase or other stock plan or arrangement described in the SEC Reports; (iv) issue Common Shares pursuant to the conversion or exchange of debt convertible or exchangeable securities outstanding as of the date of this Agreement; (v) file a registration statement on Form S-8 to register Common Shares issuable pursuant to the terms of a stock option, stock bonus, employee stock purchase or other stock incentive plan or arrangement described in the SEC Reports; (vi) issue Common Shares 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 which do not principally involve capital raising; provided, however, that in the case of clause (vi), such Common Shares shall not in the aggregate exceed 5% of the Company’s outstanding Common Shares on a fully diluted basis after giving effect to the sale of the Securities contemplated by this Agreement; (vii) file the Registration Statement and the Second Registration Statement in connection with this Agreement and the Second Securities Purchase Agreement; and (viii) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Shares, other than entering into a line provided that such plan does not provide for the transfer of credit with a traditional bankCommon Shares during the Lock Up Period, and the establishment of such plan does not require or (iv) enter into otherwise result in any swap public filings or other arrangement that transfers public announcement of such plan during such Lock Up Period and such plan is otherwise permitted to another, in whole or in part, any be implemented during the Lock Up Period pursuant to the terms of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, whether any Lock Up Agreement between such transaction described in clause (i)-(iv) above is to be settled by delivery of such securities, in cash or otherwise. The Company acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration Person and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferPurchasers, if any.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Xxxxx‑Xxxxxx Capital Group LLC, from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the "Lock‑Up Period"), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (x) the sale of the Securities as contemplated by this Agreement, (y) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (z) the issuance of employee stock options not exercisable during the Lock‑Up Period pursuant to the Company's stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock‑Up Period. If (1) during the last 17 days of the Lock‑Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock‑Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16‑day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock‑Up Period, then the restrictions in this Agreement, only if necessary to allow for compliance with NASD Rule 2711(f)(4), unless otherwise waived by Xxxxx‑Xxxxxx Capital Group LLC in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Representative, any co‑managers and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock‑Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock‑Up Period.

Company Lock-Up. During the period commencing on the date of this Subscription Agreement and ending on the date that is thirty (30) days after the effective date of this Agreement and ending 180 days after such dateany registration statement to be filed pursuant to the Registration Rights Agreement, the Company shall will not, without the prior written consent of the RepresentativePlacement Agent, (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, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, for shares of Common StockStock (collectively, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank“Lock-Up Securities”), or (ivii) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common StockLock-Up Securities, whether any such swap or transaction described in clause (i)-(ivi) or (ii) above is to be settled by delivery of such securitiesLock-Up Securities, in cash or otherwise. The Company acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this paragraph 3 or paragraph 7 belowSection 6 shall not apply to (A) the Shares and Warrants to be sold hereunder, (B) the registration and sale of the Shares in accordance with the terms of the Registration Rights Agreement, (C) upon the exercise of the Warrant, (D) any shares of Common Stock issued by the Company shall announce upon the impending release exercise of an option or waiver warrant or the conversion of a security outstanding on the date hereof or granted by press release through the Closing, (E) any shares of Common Stock issued or options, restricted stock or other stock-based awards to purchase Common Stock pursuant to existing incentive plans or employee stock purchase plans, and (F) the issuance or sale of, or entry into an agreement to issue or sell, shares of Common Stock in connection with acquisitions or strategic transactions approved by a major news service at least two Business Days before the effective date majority of the release or waiver. Any release or waiver granted disinterested directors of the Company, provided that any such issuance shall only be effective two Business Days after to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the publication date business of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration Company and in which the transferee has agreed Company receives benefits in writing to be bound by the same terms described in this Agreement addition to the extent and investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the duration that such terms remain purpose of raising capital or to an entity whose primary business is investing in effect at the time of the transfersecurities.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (x) the sale of the Securities as contemplated by this Agreement, (y) issuances of shares of Common Stock upon the exercise or conversion of Options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (z) the issuance of employee stock options not exercisable and shares of restricted stock that do not vest during the Lock-Up Period pursuant to the Company Stock Plans as in effect on the date hereof in the ordinary course of business consistent with past practices. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period without the Underwriter’s prior written consent. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Underwriter in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Underwriter and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall notalso covenants with each Underwriter that, without the prior written consent of Xxxxx Xxxxxxx & Co. on behalf of the RepresentativeUnderwriters, it will not, during the period ending 90 days after the date of the Prospectus (the “Restricted Period”), (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, lend lend, or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(iv) 1 or 2 above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (3) confidentially submit any draft registration statement or file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence shall not apply to (a) the Securities to be sold hereunder, (b) the issuance by the Company acknowledges and agrees of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, provided that, prior any director or officer that is a recipient of such shares has delivered to the effective date Underwriters a “lock-up” agreement (the “Lock-Up Agreement”) substantially in the form of any release Exhibit A hereto, (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or waiver filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period, (d) grants of stock options, stock awards, restricted stock, restricted stock units or other equity awards and the issuance of Common Stock or securities convertible into or exercisable for Common Stock (whether upon the exercise of stock options or otherwise) to employees, officers, directors, advisors, or consultants of the restrictions set forth Company pursuant to the terms of a plan in this paragraph 3 or paragraph 7 beloweffect on the date hereof and described in the Time of Sale Prospectus, provided that the Company shall announce cause each newly appointed director or executive officer that is a recipient of such securities to enter into a Lock-Up Agreement substantially in the impending release or waiver by press release through a major news service at least two Business Days before form of Exhibit A covering the effective date remainder of the release Restricted Period, (e) the filing of any registration statement on Form S-8 relating to securities granted or waiver. Any release to be granted pursuant to any plan in effect on the date hereof and described in the Time of Sale Prospectus or waiver granted shall only be effective two Business Days after any assumed benefit plan contemplated by clause (f) below, (f) the publication date entry into an agreement providing for the issuance by the Company of Common Stock or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration acquisition, and the transferee has agreed in writing issuance of any Common Stock or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to be bound receive Common Stock pursuant to any such agreement or (y) the Company’s joint ventures, commercial relationships and other strategic transactions, provided that the aggregate number of shares of Common Stock securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (f) shall not exceed 5% of the total number of shares of Common Stock outstanding as of the Closing Date immediately following the completion of the transactions contemplated by the same terms described in this Agreement to be completed as of that date and provided all recipients of any such securities shall enter into a Lock-Up Agreement covering the extent and for the duration that such terms remain in effect at the time remainder of the transferRestricted Period and (g) the issuance by the Company of warrants in connection with debt financings and the issuance by the Company of shares of Common Stock upon the exercise of such warrants provided that the aggregate number of warrants or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (g) shall not exceed 5% of the total number of shares of Common Stock outstanding as of the Closing Date immediately following the completion of the transactions contemplated by this Agreement to be completed as of that date and provided all recipients of any such securities shall enter into a Lock-Up Agreement covering the remainder of the Restricted Period.

Company Lock-Up. During the period commencing on the effective date hereof and ending on the 90th day following the date of this Agreement and ending 180 days after such datethe Prospectus, the Company shall will not, without the prior written consent of Deutsche Bank Securities Inc. (“DBSI”) (which consent may be withheld at the Representative, (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 ofsole discretion of DBSI), directly or indirectly, sell, offer, contract or grant any Firm Unitsoption to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Act in respect of, any shares of Common Stock, Founder options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by the Global Underwriting Agreement with respect to the Global Shares); provided, Warrants however, that the Company may (i) issue shares of its Common Stock or any securities convertible intooptions to purchase its Common Stock, or exercisableCommon Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus or a report incorporated by reference therein, but only if the holders of such shares, options, or exchangeable forshares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90-day period without the prior written consent of DBSI (which consent may be withheld at the sole discretion of the DBSI) and (ii) purchase and sell its own shares through the Company’s repurchase fund up to a maximum of 1% of the Company’s outstanding shares of Common Stock. Notwithstanding the foregoing, if (iix) file during the last 17 days of the 90-day restricted period the Company issues an earnings release or cause to be filed any registration statement with the Commission material news or a material event relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bankCompany occurs, or (ivy) enter into any swap or other arrangement that transfers prior to another, in whole or in part, any the expiration of the economic consequences 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of ownership the 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of any Firm Units, shares the 18-day period beginning on the issuance of Common Stock, Founder Shares, Warrants the earnings release or any securities convertible into, the occurrence of the material news or exercisable, or exchangeable for, shares of Common Stock, whether any such transaction described in clause (i)-(iv) above is to be settled by delivery of such securities, in cash or otherwisematerial event. The Company acknowledges will provide the Representative and agrees that, prior each individual subject to the effective date of any release or waiver of restricted period pursuant to the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms lockup letters described in this Agreement Section 4(a)(x) and in Section 4(a)(xi) below with prior notice of any such announcement that gives rise to the extent and for the duration that such terms remain in effect at the time an extension of the transferrestricted period.

Company Lock-Up. During The Company and the period commencing on the effective date of this Agreement and ending 180 days after such date, the Company shall Subsidiary will not, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx X. Xxxxx & Co. Incorporated, from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Class A Common Stock, Founder Shares, Warrants Stock or Membership Interests or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Class A Common Stock, Stock or Membership Interests; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of the Class A Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common StockMembership Interests, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Class A Common Stock, Membership Interests or such other securities, in cash or otherwise. The Company acknowledges and agrees that; (C) file or cause to be filed a registration statement including any amendments thereto, prior with respect to the effective date registration of Class A Common Stock; or (D) publicly disclose the intention to do any of the foregoing, except (x) to the Underwriters pursuant to this Agreement or (y) in connection with (i) the issuance of any release securities by the Company or waiver the Subsidiary upon the exercise or settlement of options disclosed as outstanding in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (ii) the issuance of employee stock options pursuant to stock option plans described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus or (iii) the issuance of Class A Common Stock to holders of membership units of the Subsidiary (“LLC Units”) issued upon the exchange of LLC Units in accordance with the Subsidiary’s Amended and Restated Limited Liability Company Agreement, provided, that (1) the restrictions set forth herein shall continue to apply to the shares of Class A Common Stock received in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date such exchange and (2) any filing made pursuant to Section 16 of the release Exchange Act in connection with such exchange shall include disclosure substantially as follows: “The shares of Class A Common Stock of The Habit Restaurants, Inc. received as a result of the exchange of membership units of The Habit Restaurants, LLC may not be sold or waiver. Any release or waiver granted shall only be effective two Business Days after otherwise transferred, subject to certain exceptions, until the publication date expiration of such press release. a lock-up agreement entered into by the undersigned in connection with an offering of securities by The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration Habit Restaurants, Inc. The Company and the transferee has agreed in writing Subsidiary agree not to be bound by accelerate the same terms described in this Agreement vesting of any option or warrant or the lapse of any repurchase right prior to the extent and for the duration that such terms remain in effect at the time expiration of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Pxxxx Xxxxxxx & Co. from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend make any short sale or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, exercisable or exchangeable for, shares of for or that represent the right to receive Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The , except (i) to the Underwriters pursuant to this Agreement, (ii) the issuance by the Company acknowledges of shares of Common Stock upon the exercise of any stock options or warrants, or upon the conversion of any shares of preferred stock of the Company, outstanding as of the date hereof and agrees thatdisclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (iii) the issuance by the Company of shares of Common Stock or securities convertible into shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus; provided that prior to the effective date issuance of any release such shares of Common Stock or waiver securities convertible into shares of Common Stock where such shares or securities vest within the restrictions set forth in this paragraph 3 or paragraph 7 belowLock-Up Period, the Company shall announce cause each recipient of such grant or issuance to execute and deliver to you a lock-up agreement substantially in the impending release form of Exhibit A hereto (a “Lock-Up Agreement”) and issue stop order restrictions to its transfer agent and registrant for the Common Stock with respect to any transaction or waiver contemplated transaction that would constitute a breach or default under the applicable Lock-Up Agreement; (iv) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; or (v) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the acquisition by press release through a major news service at least two Business Days before the effective date Company of the release securities, business or waiver. Any release assets of another person or waiver granted entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (v) shall only be effective two Business Days after not exceed 5% of the publication date total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and provided further, that the Company shall cause each recipient of such press release. The provisions of this paragraph will not apply if the release shares or waiver is effected solely other securities to permit execute and deliver to you, on or prior to such issuance, a Lock-Up Agreement and issue stop order restrictions to its transfer not for consideration agent and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and registrar for the duration Common Stock with respect to any transaction or contemplated transaction that such terms remain in effect at would constitute a breach of or default under the time of the transferapplicable Lock-Up Agreement.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing to and including the date 45 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (x) the sale of the Securities as contemplated by this Agreement, (y) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (z) the issuance of employee stock options not exercisable during the Lock-Up Period pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Underwriter in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Underwriter and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Xxxxx Xxxxxxx & Co. and RBC Capital Markets, LLC, from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase, lend short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to any Firm Unitssecurities of the Company that are substantially similar to the Securities, including but not limited to any options or warrants to purchase shares of Common Stock, Founder Shares, Warrants Stock or any securities that are convertible into, or exercisable, into or exchangeable for, shares of or that represent the right to receive, Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible intosuch substantially similar securities, or exercisablepublicly disclose the intention to make any offer, sale, pledge, disposition or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, filing or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of the Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stocksuch other securities, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The Company acknowledges , other than (1) the Securities to be sold hereunder, (2) the issuance of shares of Common Stock and agrees thatthe granting of stock options, prior restricted stock units or other equity awards pursuant to employee stock option plans or other equity compensation plans existing on the date of this Agreement and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (3) the issuance of shares of Common Stock pursuant to any contingent consideration arrangement disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (4) facilitating the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan shall not provide for the transfer of Common Stock during the Lock-Up Period and to the effective date extent a public announcement or filing under the Exchange Act is required or voluntarily made regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Lock-Up Period, (5) the filing of one or more registration statements on Form S-8 relating to any release Company Stock Plans and (6) the sale or waiver issuance of, or entry into an agreement providing for the sale or issuance of, Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock in connection with (a) the acquisition of the restrictions set forth securities, business, technology, property or other assets of another person or entity, or pursuant to any employee benefit or other equity compensation plan (or any obligations thereunder) assumed in connection with any such acquisition, (b) joint ventures, (c) commercial relationships or (d) other strategic transactions, provided that each recipient of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, pursuant to this clause (5) shall execute a lock-up agreement substantially in the form of Exhibit A hereto. Notwithstanding anything to the contrary contained in this paragraph 3 or paragraph 7 belowparagraph, the Company shall announce be permitted to keep in effect the impending release or waiver by press release through a major news service at least two Business Days before Common Stock Capital on Demand™ Sales Agreement, dated March 23, 2021, between the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration Company and JonesTrading Institutional Services LLC and the transferee has agreed in writing to be bound by Common Stock Purchase Agreement, dated September 11, 2020, between the same terms described in this Agreement to the extent Company and for the duration that such terms remain in effect at the time of the transferAspire Capital Fund, LLC.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Shares or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, Shares or (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of the Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, whether any such transaction described in clause (i)-(ivi) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, except, in each case, for (w) the sale of the Securities as contemplated by this Agreement, (x) issuances of Common Shares upon the exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (y) the issuance of employee stock options not exercisable during the Lock-Up Period and grants of restricted shares or restricted stock units that will not vest during the Lock-Up Period, in each case pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices and (z) the issuance of an aggregate of up to 1,800,000 unregistered Common Shares to Xxxxxxx and Xxxxxx Xxxxxxx pursuant to that certain Agreement and Plan of Merger, dated as of April 15, 2021, by and among the Company, Inotiv Boulder, LLC, Rock MergeCo, Inc., Bolder BioPATH Inc, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxxx. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the For a period commencing on the effective date of this Agreement hereof and ending 180 days on the 90th day after such datethe closing of the Offering (the “Lock-Up Period”), the Company shall notagrees not to, directly or indirectly, without the prior written consent of the Representative, (i1) offer, pledgeoffer for sale, 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 pledge or otherwise transfer dispose of (or dispose enter into any transaction or device that is designed to, or would be reasonably expected to, result in the disposition by any person at any time in the future of, directly or indirectly, ) any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, into or exchangeable forfor Common Stock or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv2) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, such shares of Common Stock, whether any such transaction described in clause (i)-(iv1) or (2) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration under the 1933 Act for the offer and sale by the Company of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding sentence shall not apply to any one or more of the following: (A) the Shares to be sold hereunder and any post-effective amendments to the Registration Statement filed consistent with the terms of this Agreement, (B) the issuance or grant of shares of Common Stock, restricted stock awards, restricted stock units, performance units, options to purchase Common Stock or units pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the date of this Agreement or pursuant to currently outstanding restricted stock units, performance units, options, warrants or rights, (C) the issuance of shares of Common Stock upon the conversion of convertible notes outstanding on the date hereof and described in the Prospectus, or as payment of accrued interest thereon, as make-whole payments made in connection with certain conversions thereof or as payments made pursuant thereto in connection with qualifying fundamental changes to the Company, (D) the filing by the Company acknowledges of any registration statement on Form S-8 in respect of any employee benefit plan, qualified stock option plan or other employee compensation plan in effect on the date hereof and agrees thatdescribed in the Prospectus, (E) any shares of Common Stock that may be issuable to Tai-Saw Technology Co., Ltd. (“TST”) pursuant to the acquisition agreement among the Company, TST and other parties thereto dated October 15, 2021, (F) the announcement of entry into a definitive agreement with respect to any strategic partnership, joint venture, collaboration, merger, co-promotion or distribution agreement or acquisition agreement and any related public disclosures provided that no shares of Common Stock are issued pursuant thereto prior to the effective date expiration of the Lock-Up Period, (G) shares of Common Stock to be issued to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger, co-promotion or distribution arrangement, or the acquisition or in-licensing of any release business products or waiver technologies; provided, that the aggregate number of shares of Common Stock issued under this subsection (H) shall not exceed 5% of the restrictions set forth in this paragraph 3 or paragraph 7 below, number of shares of Common Stock of the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date outstanding as of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date hereof; and provided further, that prior to such issuance, each recipient of such press release. The provisions of shares under this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration subsection (I) shall execute and the transferee has agreed in writing to be bound by the same terms described in this Agreement deliver to the extent and for Representative a Lock-Up Agreement (as defined below) substantially in the duration that such terms remain in effect at the time form of the transferSchedule D hereto.

Company Lock-Up. During (a) For the period commencing on specified below (the effective date of this Agreement and ending 180 days after such date“Lock-Up Period”), the Company shall will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) amend, modify or change the terms of any warrants to acquire Common Stock outstanding on the date hereof, (ii) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (iii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iv) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (v) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (vi) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the RepresentativePlacement Agents, except (A) grants of awards to purchase Lock-Up Securities, or issuing Lock-Up Securities, pursuant to employee benefit plans in effect on the date hereof and described in the General Disclosure Package and the Final Prospectus, (iB) offerissuances of Lock-Up Securities pursuant to the exercise, pledge, sell, contract to sell, sell any option conversion or contract to purchase, purchase any option exchange of convertible or contract to sell, grant any option, right exchangeable securities outstanding as of the date of this Agreement provided that the exercise price or warrant to purchase, lend conversion price of such securities are not lowered or otherwise transfer materially amended in any manner that adversely affects the Investor or dispose of(C) issuances of Lock-Up Securities, directly or indirectly, any Firm Units, which in the aggregate shall not exceed 5% of the outstanding shares of Common Stockthe Securities as of the date of this Agreement, Founder Sharesas consideration in connection with collaborations, Warrants acquisitions or any securities convertible into, or exercisable, or exchangeable for, shares strategic transactions approved by a majority of Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities disinterested directors of the Company, other than entering into provided that (x) any such issuance shall only be to a line person or entity (or to the equityholders of credit such entity) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with a traditional bank, the business of the Company or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences Subsidiaries and shall provide to the Company additional benefits in addition to the investment of ownership funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (y) the recipient of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, whether any such transaction described in clause (i)-(iv) above is to be settled by delivery of such securities, in cash or otherwise. The Company acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company Lock-Up Securities shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed agree in writing to be bound by the same terms described in of this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferSection 6.2(a).

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Pxxxx Xxxxxxx & Co., from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by Pxxxx Xxxxxxx & Co. in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Representative, any co-managers and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of each of Xxxxx Xxxxxxx & Co. and Cantor Xxxxxxxxxx & Co., from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant make any option, right or warrant to purchase, lend short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Act relating to, any Firm Unitssecurities of the Company that are substantially similar to the Securities, including but not limited to any options or warrants to purchase shares of Common Stock, Founder Shares, Warrants Stock or any securities that are convertible into, into or exercisable, exercisable or exchangeable for, shares of or that represent the right to receive, Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible intosuch substantially similar securities, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete publicly disclose the intention to do any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, foregoing or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of the Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stocksuch other securities, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The Company acknowledges otherwise (other than (1) the Securities to be sold hereunder, (2) the issuance of shares of Common Stock and agrees thatthe granting of stock options, prior restricted stock units or other equity awards pursuant to employee stock option plans or other equity compensation plans existing on the effective date of any release or waiver of this Agreement and described in the restrictions set forth in this paragraph 3 or paragraph 7 belowRegistration Statement, the Company shall announce Time of Sale Disclosure Package and this Prospectus, provided that the impending release recipients of any such shares of Common Stock or waiver by press release through of any stock options, restricted stock units or other equity awards that vest within the Lock-Up Period execute a major news service at least two Business Days before lock-up agreement substantially in the effective date form of Exhibit A hereto, (3) the release or waiver. Any release or waiver granted shall only be effective two Business Days after issuance of shares of Common Stock pursuant to any contingent consideration arrangement disclosed in the publication date Registration Statement, the Time of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration Sale Disclosure Package and the transferee has agreed in writing Prospectus, (4) facilitating the establishment of a trading plan pursuant to be bound by Rule 10b5-1 under the same terms described in this Agreement Exchange Act for the transfer of shares of Common Stock, provided that (a) such plan does not provide for the transfer of Common Stock during the Lock-Up Period and (b) to the extent a public announcement or filing under the Exchange Act is required or voluntarily made regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Lock-Up Period, and (5) the sale or issuance of, or entry into an agreement providing for the duration that such terms remain sale or issuance of, Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock in effect at connection with (a) the time acquisition of the transfersecurities, business, technology, property or other assets of another person or entity, or pursuant to any employee benefit or other equity compensation plan (or any obligations thereunder) assumed in connection with any such acquisition, (b) joint ventures, (c) commercial relationships or (d) other strategic transactions, provided that (x) the aggregate number of shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock that the Company may sell or issue during the Lock-Up Period pursuant to this clause (5) shall not exceed 7.5% of the total number of shares of Common Stock outstanding as of the First Closing Date immediately following the issuance and sale of the Firm Shares pursuant to this Agreement and (y) each recipient of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, pursuant to this clause (5) shall execute a lock-up agreement substantially in the form of Exhibit A hereto).

Company Lock-Up. During Subject to the period commencing on exceptions set forth in Section 2 of the effective date of this Agreement and ending 180 days after such dateEngagement Letter dated November 16, 2016, the Company shall will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing to and including the date ninety (90) days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The Company acknowledges , except, in each case, for (v) the sale of the Securities as contemplated by this Agreement, (w) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities disclosed or vesting of restricted stock units as outstanding in the Registration Statement, the Time of Sale Disclosure Package and agrees thatthe Prospectus, prior (x) the sale of Common Stock to cover the exercise price of stock options or tax liability in connection with the exercise of stock vesting or settlement of stock options, restricted stock or restricted stock units, and (y) the issuance of employee stock options or other equity-based awards not exercisable during the Lock-Up Period pursuant to the effective Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of any release or waiver business consistent with past practices. Without limiting the generality of the restrictions set forth in this paragraph 3 or paragraph 7 belowforegoing, the Company Lock-Up Period shall announce extend until the impending release or waiver by press release through a major news service at least two Business Days before 180th day after the effective date of the release Prospectus with respect to any transactions with Lincoln Park Capital Fund, LLC or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement its affiliates, whether pursuant to the extent and for the duration that such terms remain in effect at the time of the transferPurchase Agreement entered into on September 22, 2016, or otherwise.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (v) upon approval by the Representative, which approval shall not be unreasonably withheld, the issuance of shares of Common Stock in connection with a potential business acquisition, including the merger transaction referenced under the caption “Prospectus Supplement Summary - Recent Developments” in the Prospectus, (w) upon approval by the Representative, which approval shall not be unreasonably withheld, settlement in the form of shares of Common Stock of a contingent earn-out payment owed by the Company in connection with its acquisition of ZenContent, Inc., (x) the sale of the Securities as contemplated by this Agreement, (y) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (z) the issuance of employee stock options not exercisable during the Lock-Up Period pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Pxxxx Xxxxxxx & Co., Sxxxxx, Xxxxxxxx & Company, Incorporated and Cantor Fxxxxxxxxx & Co., from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase, lend short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Act relating to, any Firm Unitssecurities of the Company that are substantially similar to the Securities, shares of Common Stock, Founder Shares, Warrants including but not limited to any options or warrants to purchase Ordinary Shares or any securities that are convertible into, or exercisable, into or exchangeable for, shares of Common Stockor that represent the right to receive, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants Ordinary Shares or any securities convertible intosuch substantially similar securities, or exercisablepublicly disclose the intention to make any offer, sale, pledge, disposition or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, filing or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants Ordinary Shares or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stocksuch other securities, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwiseotherwise (other than the Securities to be sold hereunder or pursuant to employee share option or warrant plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement). The foregoing restrictions shall not apply to (a) the Securities to be issued or sold hereunder; (b) the issuance by the Company acknowledges of Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and agrees thatdescribed in the Registration Statement; (c) the issuance by the Company of any options or warrants pursuant to any employee equity incentive plan or share ownership plan described or referred to in the Registration Statement; (d) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee equity incentive plan or share ownership plan described in the Registration Statement; or (e) the sale or issuance of or entry into an agreement to sell or issue Ordinary Shares or securities convertible into or exercisable for Ordinary Shares in connection with any (i) mergers, (ii) acquisition of securities, businesses, property, technologies or other assets, (iii) joint ventures, (iv) strategic alliances, commercial relationships or other collaborations, or (v) the assumption of employee benefit plans in connection with mergers or acquisitions; provided that the aggregate number of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (e) shall not exceed 10% of the total number of Ordinary Shares issued and outstanding immediately following the completion of the transactions contemplated by this Agreement (determined on a fully-diluted basis and as adjusted for stock splits, stock dividends and other similar events after the date hereof); and provided further, that each recipient of Ordinary Shares or securities convertible into or exercisable for Common Stock pursuant to this clause (e) and, in the event that the recipient is a director or executive officer of the Company, pursuant to clauses (b) and (c), shall, on or prior to such issuance, execute a lock-up letter substantially in the effective date form of any release or waiver Exhibit A hereto with respect to the remaining portion of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Xxxxx Xxxxxxx & Co., from the Representativedate of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The , except (1) to the Underwriters pursuant to this Agreement, (2) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof and described in the Prospectus (including, without limitation, the automatic conversion of the shares of Series D preferred stock, $0.0001 par value, upon closing of the offering of the Securities), (3) pursuant to benefit plans (including, for the avoidance of doubt, the Valeritas, Inc. Amended and Restated 2008 Equity Compensation Plan and the Valeritas, Inc. 2014 Incentive Compensation Plan) in existence as of the date of hereof and described in the Prospectus, (4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that such plan does not provide for the transfer of shares of Common Stock during the 180-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 180-day restricted period, or (5) the issuance of up to 5.0% of the outstanding Common Stock (measured as of the date hereof, after giving effect to the automatic conversion of the shares of Series D preferred stock upon closing of the offering of the Securities as described in the Prospectus) in connection with (A) the acquisition or license of the securities, business, property, technologies or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company acknowledges or its subsidiaries in connection with such acquisition or (B) joint ventures, commercial relationships or other strategic transactions, and agrees in the case of each of clauses (A) and (B), the filing of a registration statement with respect thereto; provided that, prior in the case of clause (5), any recipient of such Common Stock shall execute and deliver to the effective date Representatives a lock-up letter substantially in the form of any release or waiver of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferExhibit A hereto.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) 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 warrant, to purchase, lend make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Act relating to, any Firm Unitssecurities of the Company that are substantially similar to the Securities, including but not limited to any options or warrants to purchase shares of Common Stock, Founder Shares, Warrants Stock or any securities that are convertible into, into or exercisable, exercisable or exchangeable for, shares of or that represent the right to receive, Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible intosuch substantially similar securities, or exercisablepublicly disclose the intention to make any offer, sale, pledge, disposition or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, filing or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of the Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stocksuch other securities, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The Company acknowledges and agrees that, prior to provided that the effective date of any release or waiver of the foregoing restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if to (i) the release or waiver is effected solely Securities to permit a transfer not for consideration be sold hereunder; (ii) the issuance of shares of Common Stock and the transferee has agreed in writing granting of stock options, restricted stock units and/or other equity awards pursuant to be bound by equity incentive plans, non-employee director compensation plans or other equity compensation plans existing on the same terms date of this Agreement and described in the Registration Statement, Time of Sale Prospectus and the Prospectus, provided that the recipients of any such shares of Common Stock or of any stock options, restricted stock units or other equity awards that vest within the Lock-Up Period execute a lock-up agreement substantially in the form of Exhibit A hereto; (iii) the issuance of shares of Common Stock upon the exercise of an option or warrant, or the conversion, exercise or exchange of any other securities convertible into or exercisable or exchangeable for shares of Common Stock, which option, warrant or other convertible, exercisable or exchangeable securities are outstanding as of the date of this Agreement Agreement; (iv) facilitating the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of Common Stock during the Lock-Up Period and (y) to the extent a public announcement or filing under the Exchange Act is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Lock-Up Period; (v) 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 under any equity incentive plan, non-employee director compensation plan or other equity compensation plan of the Company described in in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or any such plan assumed under the circumstances contemplated by the following clause (vi)(1); and (vi) the sale or issuance of, or entry into an agreement providing for the duration that such terms remain sale or issuance of, Common Stock, or securities convertible into or exercisable or exchangeable for, Common Stock in effect at connection with (1) the time acquisition of the transfersecurities, business, technology, property or other assets of another person or entity, or pursuant to any employee benefit or other equity compensation plan (or any obligations thereunder) assumed in connection with any such acquisition, (2) joint ventures, (3) commercial relationships or (4) other strategic transactions, provided that (x) the aggregate number of shares of Common Stock, or securities convertible into or exercisable or exchangeable for, Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (vi) shall not exceed 7.5% of the total number of shares of Common Stock outstanding as of the Closing Date immediately following the issuance and sale of the Securities pursuant to this Agreement, and (y) each recipient of Common Stock, or securities convertible into or exercisable or exchangeable for, Common Stock pursuant to this clause (vi) shall execute a lock-up agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. During the For a period commencing on the effective date hereof and ending on, and including, the 90th day after the date of this Agreement and ending 180 days after such date(the “Lock-Up Period”), the Company shall notagrees not to, and not to publicly disclose an intention to, directly or indirectly, without the prior written consent of the RepresentativeRepresentatives, (i1) offer, pledgeoffer for sale, 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 pledge or otherwise transfer dispose of (or dispose enter into any transaction or device that is designed to, or would be reasonably expected to, result in the disposition by any person at any time in the future of, directly or indirectly, ) any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, into or exchangeable forfor shares of Common Stock or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv2) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, such shares of Common Stock, whether any such transaction described in clause (i)-(iv1) or (2) above is to be settled by delivery of such shares of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration under the Securities Act for the offer and sale by the Company of any shares of Common Stock or securities convertible, exercisable or exchangeable into shares of Common Stock or any other securities of the Company except for a registration statement on Form S-8 relating to employee benefit plans or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding sentence shall not apply to any one or more of the following: (A) the Shares to be sold hereunder and any post-effective amendments to the Registration Statement filed consistent with the terms of this Agreement, (B) the issuance of shares of Common Stock, restricted stock units, options to purchase shares of Common Stock or units pursuant to employee benefit plans, qualified stock option plans or other director or employee compensation plans in effect on the date of this Agreement and disclosed in the Registration Statement or the Prospectus or pursuant to currently outstanding restricted stock units, options, warrants or rights or (C) issuances of shares of Common Stock upon the exercise or settlement of options or restricted stock units pursuant to any plans or arrangements described in clause (B). The Company acknowledges agrees to cause each Selling Stockholder and agrees thateach officer (as defined in Rule 16a-1(f) under the Exchange Act) and director of the Company hereto to furnish to the Underwriters, prior to the effective date Closing Date, an executed lock-up agreement substantially in the form of Exhibit A hereto (the “Lock-Up Agreement”). The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the shares of Common Stock with respect to any release transaction or waiver contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement. In furtherance of clause (12) of the restrictions set forth in this paragraph 3 Lock-Up Agreements (other than the Lock-Up Agreements with Mx. Xxxxxxx Xxxxxxx or paragraph 7 belowMx. Xxxxx Xxxxxx), the Company shall announce agrees to take all appropriate measures to ensure that no more than 50,000 shares of Common Stock, in the impending release or waiver by press release through a major news service at least two Business Days before the effective date aggregate across all shares of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement Common Stock subject to the extent and for the duration that Lock-Up Agreements, are sold pursuant to such terms remain in effect at the time of the transferclause (12).

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except compensatory options to purchase shares of Common Stock under the Company's compensatory equity plans approved by the Board of Directors in the ordinary course consistent with its historical policies and practices. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Representative in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Representative, any co-managers and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) offer, pledge, announce the intention to offer or sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable forfor Common Stock or file with the Commission a registration statement under the Act relating to, any shares of Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, or publicly disclose the intention to make any such filing (iii) complete any offering of debt securities of other than filings on Form S-8 relating to the Company’s equity incentive plans existing on the date hereof), other than entering into a line of credit with a traditional bank, or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The otherwise except to the Underwriters pursuant to this Agreement and (i) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under the Company acknowledges and agrees that, Stock Plans that are in effect as of or prior to the effective date hereof, (ii) issuances of shares of Common Stock upon the exercise, vesting or settlement of options or restricted stock units or other awards outstanding as of the date hereof (including for this purpose shares of Common Stock withheld by the Company for the purpose of paying on behalf of the holder thereof the exercise price of stock options or for paying taxes due as a result of such exercise, vesting or settlement), (iii) issuances of any release shares of Common Stock related to the filing by the Company of any registration statement on Form S-8 or waiver a successor form thereto relating to shares of Common Stock granted under any equity compensation plan or employee stock purchase plan, (iv) issuances of any shares of Common Stock issuable upon conversion of that certain outstanding convertible note, dated as of May 27, 2014, issued by the Company to Ligand Pharmaceuticals Incorporated; or (v) issuances of any shares of Common Stock upon the exercise of warrants outstanding as of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferhereof.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of the Preferred Stock or shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants the Preferred Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of the Preferred Stock or shares of Common Stock or such other securities, in cash or otherwise, except compensatory options to purchase shares of Common Stock under the Company's compensatory equity plans approved by the Board of Directors in the ordinary course consistent with its historical policies and practices. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Representative in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Representative, and the transferee has agreed in writing to be bound by the same terms described in this Agreement any co-managers subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the For a period commencing on the effective date hereof and ending on the 90th day after the date of this Agreement and ending 180 days after such date(the “Lock-Up Period”), the Company shall notagrees not to, directly or indirectly, without the prior written consent of the Representative, (i1) offer, pledgeoffer for sale, 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 pledge or otherwise transfer dispose of (or dispose enter into any transaction or device that is designed to, or would be reasonably expected to, result in the disposition by any person at any time in the future of, directly or indirectly, ) any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, into or exchangeable forfor Common Stock or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv2) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, such shares of Common Stock, whether any such transaction described in clause (i)-(iv1) or (2) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration under the Securities Act for the offer and sale by the Company of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding sentence shall not apply to any one or more of the following: (A) the Shares to be sold hereunder and any post-effective amendments to the Registration Statement filed consistent with the terms of this Agreement and (B) the issuance of shares of Common Stock, restricted stock units, options to purchase Common Stock or units pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the date of this Agreement or pursuant to currently outstanding restricted stock units, options, warrants or rights. The Company acknowledges agrees to cause each officer, director and agrees thatshareholder of the Company set forth on Schedule E hereto to furnish to the Underwriters, prior to the effective date Closing Date, a letter or letters, substantially in the form of any release or waiver of Exhibit A hereto (the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release“Lock-Up Agreements”). The provisions Company will enforce the terms of this paragraph will not apply if the release or waiver is effected solely to permit a each Lock-Up Agreement and issue stop-transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement instructions to the extent and transfer agent for the duration Common Stock with respect to any transaction or contemplated transaction that such terms remain in effect at would constitute a breach of or default under the time of the transferapplicable Lock-Up Agreement.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Xxxxx-Xxxxxx Capital Group LLC, from the Representativedate of execution of this Agreement and continuing to and including the date 30 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement, pursuant to the Company’s 2008 Equity Incentive Plan, the Company’s 1998 Stock Option Plan, or the Company’s Amended and Restated 1992 Stock Option Plan as in effect on the date hereof or pursuant to warrants to purchase capital stock outstanding as of the date hereof. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by Xxxxx-Xxxxxx Capital Group LLC in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Underwriter, any co-managers and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Xxxxx Xxxxxxx & Co, from the Representativedate of execution of this Agreement and continuing to and including the date 75 days after the date of the Prospectus (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, Stock or (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivi) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement other than (i) the Company’s sale of the Securities hereunder, (ii) the issuance of restricted Common Stock, options to acquire Common Stock or other equity awards pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Time of Sale Prospectus and the Prospectus and the issuance of Common Stock pursuant to the valid exercises or vesting of options, warrants or rights so granted or outstanding on the date hereof, and (iii) in connection with the consummation by the Company of a strategic partnership, joint venture, collaboration or acquisition or license of any business products or technology, provided that (A) the aggregate number of shares of Common Stock that may be issued pursuant to this clause (iii) shall not exceed five percent (5%) of the number of shares of Common Stock outstanding immediately after the closing of the sale of the Securities to the Underwriters pursuant to this Agreement, and (B) this clause (iii) shall not be available unless each recipient of such Common Stock shall have, prior to, or concurrently with, the entry of a definitive agreement in connection with the applicable partnership, joint venture, collaboration, acquisition or license, agreed in writing not to sell, offer, dispose of or otherwise transfer any such Common Stock (or engage in any short sales of Common Stock prior to the issuance of such Common Stock) during the remainder, if any, of the Lock-Up Period without the prior written consent of Xxxxx Xxxxxxx & Co on behalf of the Underwriters). The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend make any short sale or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The , except (i) to the Underwriters pursuant to this Agreement, (ii) the issuance by the Company acknowledges of shares of Common Stock upon the exercise of any stock options or warrants, or upon the conversion of any shares of preferred stock of the Company, outstanding as of the date hereof and agrees thatdisclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (iii) the issuance by the Company of shares of Common Stock or securities convertible into shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; provided that prior to the effective date issuance of any release such shares of Common Stock or waiver securities convertible into shares of Common Stock where such shares or securities vest within the restrictions set forth in this paragraph 3 or paragraph 7 belowLock-Up Period, the Company shall announce cause each recipient of such grant or issuance to execute and deliver to you a lock-up agreement substantially in the impending release form of Exhibit A hereto (a “Lock-Up Agreement”) and issue stop order restrictions to its transfer agent and registrant for the Common Stock with respect to any transaction or waiver contemplated transaction that would constitute a breach or default under the applicable Lock-Up Agreement; (iv) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; or (v) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the acquisition by press release through a major news service at least two Business Days before the effective date Company of the release securities, business or waiver. Any release assets of another person or waiver granted entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (v) shall only be effective two Business Days after not exceed 5% of the publication date total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and provided further, that the Company shall cause each recipient of such press release. The provisions of this paragraph will not apply if the release shares or waiver is effected solely other securities to permit execute and deliver to you, on or prior to such issuance, a Lock-Up Agreement and issue stop order restrictions to its transfer not for consideration agent and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and registrar for the duration Common Stock with respect to any transaction or contemplated transaction that such terms remain in effect at would constitute a breach of or default under the time of the transferapplicable Lock-Up Agreement.

Company Lock-Up. During The Company and the period commencing on the effective date of this Agreement and ending 180 days after such date, the Company shall Subsidiary will not, without the prior written consent of Xxxxx Xxxxxxx & Co., Xxxxxx X. Xxxxx & Co. Incorporated and Xxxxx Fargo Securities, LLC, from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Class A Common Stock, Founder Shares, Warrants Stock or Membership Interests or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Class A Common Stock, Stock or Membership Interests; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of the Class A Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common StockMembership Interests, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Class A Common Stock, Membership Interests or such other securities, in cash or otherwise. The Company acknowledges and agrees that; (C) file or cause to be filed a registration statement including any amendments thereto, prior with respect to the effective date registration of Class A Common Stock; or (D) publicly disclose the intention to do any of the foregoing, except (x) to the Underwriters pursuant to this Agreement or (y) in connection with (i) the issuance of any release securities by the Company or waiver the Subsidiary upon the exercise or settlement of options disclosed as outstanding in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, (ii) the issuance of employee stock options pursuant to stock option plans described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus or (iii) the issuance of Class A Common Stock to holders of membership units of the Subsidiary (“LLC Units”) issued upon the exchange of LLC Units in accordance with the Subsidiary’s Amended and Restated Limited Liability Company Agreement, provided, that (1) the restrictions set forth herein shall continue to apply to the shares of Class A Common Stock received in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date such exchange and (2) any filing made pursuant to Section 16 of the release Exchange Act in connection with such exchange shall include disclosure substantially as follows: “The shares of Class A Common Stock of The Habit Restaurants, Inc. received as a result of the exchange of membership units of The Habit Restaurants, LLC may not be sold or waiver. Any release or waiver granted shall only be effective two Business Days after otherwise transferred, subject to certain exceptions, until the publication date expiration of such press release. a lock-up agreement entered into by the undersigned in connection with an offering of securities by The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration Habit Restaurants, Inc. The Company and the transferee has agreed in writing Subsidiary agree not to be bound by accelerate the same terms described in this Agreement vesting of any option or warrant or the lapse of any repurchase right prior to the extent and for the duration that such terms remain in effect at the time expiration of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Xxxxx Xxxxxxx & Co, from the Representativedate of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, Stock or (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivi) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The Company acknowledges and agrees that, prior except (A) to the effective date Underwriters pursuant to this Agreement, (B) the issuance by the Company of shares of Common Stock upon the exercise of any release stock options or waiver warrants, or upon the conversion of any shares of preferred stock of the restrictions set forth Company, outstanding as of the date hereof and disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (C) the issuance by the Company of shares of Common Stock or securities convertible into shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (D) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; or (E) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this paragraph 3 or paragraph 7 belowclause (E) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and provided further, that the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date cause each recipient of such press release. The provisions of this paragraph will not apply if the release shares or waiver is effected solely other securities to permit execute and deliver to you, on or prior to such issuance, a Lock-Up Agreement and issue stop order restrictions to its transfer not for consideration agent and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and registrar for the duration Common Stock with respect to any transaction or contemplated transaction that such terms remain in effect at would constitute a breach of or default under the time of the transferapplicable Lock-Up Agreement.

Company Lock-Up. During the For a period commencing on the effective date hereof and ending on the 60th day after the date of this Agreement and ending 180 days after such date(the “Lock-Up Period”), the Company shall will not, without the prior written consent of the Representativedirectly 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 indirectlyindirectly (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any Firm Units, person at any time in the future of) any shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for or repayable with Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement agreement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, such shares of Common Stock, whether any such transaction described in clause (i)-(ivi) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement with the Commission, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than a registration statement on Form S-8 with respect to the Company’s equity incentive plans described in the Registration Statement, the Time of Sale Information and the Prospectus), or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company acknowledges upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and agrees thatreferred to in the Registration Statement, prior the Time of Sale Information and the Prospectus, (C) any shares of Common Stock or other equity-based awards issued or to the effective date of any release be issued or waiver options to purchase Common Stock granted or to be granted pursuant to employee benefit plans or equity incentive plans of the restrictions set forth Company referred to in this paragraph 3 or paragraph 7 belowthe Registration Statement, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date Time of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration Sale Information and the transferee has agreed in writing Prospectus and (D) any shares of Common Stock or other equity-based awards issued or to be bound by issued pursuant to any non-employee director stock plan, equity incentive plan or dividend reinvestment plan referred to in the same terms described in this Agreement to Registration Statement, the extent Time of Sale Information and for the duration that such terms remain in effect at the time of the transferProspectus.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Pxxxx Xxxxxxx & Co. and Cxxxx and Company, LLC, from the Representativedate of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (iA) 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 warrant, to purchase, lend make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Act relating to, any Firm Unitssecurities of the Company that are substantially similar to the Securities, including but not limited to any options or warrants to purchase shares of Common Stock, Founder Shares, Warrants Stock or any securities that are convertible into, into or exercisable, exercisable or exchangeable for, shares of or that represent the right to receive, Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible intosuch substantially similar securities, or exercisablepublicly disclose the intention to make any offer, sale, pledge, disposition or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, filing or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of the Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stocksuch other securities, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The Company acknowledges and agrees that, prior to provided that the effective date of any release or waiver of the foregoing restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if to (i) the release or waiver is effected solely Securities to permit a transfer not for consideration be sold hereunder; (ii) the issuance of shares of Common Stock and the transferee has agreed in writing granting of stock options, restricted stock units and/or other equity awards pursuant to be bound by equity incentive plans, non-employee director compensation plans or other equity compensation plans existing on the same terms date of this Agreement and described in the Registration Statement, Time of Sale Prospectus and the Prospectus, provided that the recipients of any such shares of Common Stock or of any stock options, restricted stock units or other equity awards that vest within the Lock-Up Period execute a lock-up agreement substantially in the form of Exhibit A hereto; (iii) the issuance of shares of Common Stock (1) upon the conversion of the Company’s Series A convertible preferred stock and Series A-1 convertible preferred stock into shares of Common Stock in connection with the closing of the offering of the Securities, (2) to holders of the Company’s Series A convertible preferred stock and Series A-1 convertible preferred stock in respect of the liquidation preference payable to such holders in kind in connection with the closing of the offering of the Securities as described in the Time of Sale Disclosure Package and the Prospectus, or (3) upon the exercise of an option or warrant, or the conversion, exercise or exchange of any other securities convertible into or exercisable or exchangeable for shares of Common Stock, which option, warrant or other convertible, exercisable or exchangeable securities are outstanding as of the date of this Agreement Agreement; (iv) facilitating the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (x) such plan does not provide for the transfer of Common Stock during the Lock-Up Period and (y) to the extent a public announcement or filing under the Exchange Act is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Lock-Up Period; (v) 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 under any equity incentive plan, non-employee director compensation plan or other equity compensation plan of the Company described in in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or any such plan assumed under the circumstances contemplated by the following clause (vi)(1); and (vi) the sale or issuance of, or entry into an agreement providing for the duration that such terms remain sale or issuance of, Common Stock, or securities convertible into or exercisable or exchangeable for, Common Stock in effect at connection with (1) the time acquisition of the transfersecurities, business, technology, property or other assets of another person or entity, or pursuant to any employee benefit or other equity compensation plan (or any obligations thereunder) assumed in connection with any such acquisition, (2) joint ventures, (3) commercial relationships or (4) other strategic transactions, provided that (x) the aggregate number of shares of Common Stock, or securities convertible into or exercisable or exchangeable for, Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (vi) shall not exceed 7.5% of the total number of shares of Common Stock outstanding as of the Closing Date immediately following the issuance and sale of the Shares pursuant to this Agreement, and (y) each recipient of Common Stock, or securities convertible into or exercisable or exchangeable for, Common Stock pursuant to this clause (vi) shall execute a lock-up agreement substantially in the form of Exhibit A hereto.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, Stock or (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivi) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (v) the sale of the Securities as contemplated by this Agreement, (w) issuances of shares of Common Stock upon the exercise or conversion of options or warrants disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (x) the issuance of stock options or restricted stock to employees or directors, provided that such stock options are not exercisable and such restricted stock shall not vest and shall remain subject to a risk of forfeiture during the Lock-Up Period, pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices, (y) the filing of a registration statement on Form S-8 to register additional securities under the Company’s stock option, stock bonus and other stock plans or arrangements, and (z) the issuance of shares of Common Stock, options or convertible securities to a Strategic Investor in connection with a license, joint venture, collaboration or similar agreement. For purposes of this Section 4(i), “Strategic Investor” shall mean a third-party in the biotechnology, pharmaceutical or similar industry or an affiliate of a biotechnology, pharmaceutical or similar company, such as an affiliated investment fund. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any risks of forfeiture prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the Company shall notNot to, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing to and including the date ninety (90) days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (x) the sale of the Shares as contemplated by this Agreement, (y) issuances of shares of Common Stock upon the exercise or conversion of Options, warrants or convertible securities outstanding as of the date of this Agreement, and (z) the issuance of employee stock options not exercisable during the Lock-Up Period pursuant to the Company Stock Plans as in effect on the date hereof in the ordinary course of business consistent with past practices. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Underwriter in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Underwriter and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend make any short sale or otherwise transfer or dispose of, directly or indirectly, or file or confidentially submit a registration statement to the Commission with respect to, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, exercisable or exchangeable for, shares of for or that represent the right to receive Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (w) the filing by the Company of a registration statement on Form S-8 or a successor form thereto with respect to Common Stock or other securities pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Time of Sale Disclosure Package and the Prospectus, (x) the sale of the Securities as contemplated by this Agreement, (y) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Registration Statements, the Time of Sale Disclosure Package and the Prospectus, and (z) the issuance of employee stock options or restricted stock units not exercisable during the Lock-Up Period pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (x) the sale of the Securities as contemplated by this Agreement, (y) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (z) the issuance of employee stock options not exercisable during the Lock-Up Period pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, as in effect on the date hereof in the ordinary course of business consistent with past practices. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Representative in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Representative, any co-manager and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement and (x) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under the Company Stock Plans that are in effect as of or prior to the date hereof, (y) issuances of shares of Common Stock upon the exercise of options or other awards granted under such Company Stock Plans as of the date hereof pursuant to the terms thereof as of such date or (z) issuances of shares of Common Stock to holders of existing warrants of the Company pursuant to the exercise thereof. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by you in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Representative and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”) (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, Stock or (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivi) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The restrictions contained in the preceding paragraph shall not apply to (i) the issuance by the Company acknowledges of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof which is described in the Time of Sale Disclosure Package and agrees the Prospectus, or of which the Underwriters have been advised in writing, (ii) the grant by the Company of stock options or other stock based awards (or the issuance of shares of Common Stock upon exercise thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the Company described in the Time of Sale Disclosure Package and the Prospectus; provided that, prior to the effective date grant of any release such stock options or waiver other stock based awards pursuant to this clause (ii) that the vest within the Lock-Up Period, each recipient of such grant shall sign and deliver a lock-up agreement substantially in the form of Exhibit C hereto or (iii) 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 under any employee benefit or equity incentive plans of the restrictions set forth Company described in this paragraph 3 the Time of Sale Disclosure Package and the Prospectus to the Company’s “employees” (as that term is used in Form S-8). The Company agrees not to accelerate the vesting of any option or paragraph 7 below, warrant or the Company shall announce lapse of any repurchase right prior to the impending release or waiver by press release through a major news service at least two Business Days before the effective date expiration of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, Stock or (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivi) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (v) the sale of the Securities as contemplated by this Agreement, (w) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (x) the issuance of stock options, restricted stock or other equity incentives under equity incentive plans or arrangements of the Company (provided that stock options so issued are not exercisable during the Lock-Up Period), (y) the issuance of shares, warrants or other securities to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products, services or technology, and (z) the offer, announcement of the intention to sell, sale, contract to sell and issuance of shares, warrants or other securities, the proceeds of which are used to pay off any debt of the Company or its subsidiaries. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date expiration of the Lock-Up Period. For clarity, the foregoing shall not prohibit the Company from registering under the Securities Act the resale of any release or waiver of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound currently outstanding Common Stock beneficially owned by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferSelling Stockholders or Xxxxx Xxxxxxxx.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Representative in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Representative, any co-managers and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the For a period commencing on the effective date hereof and ending on the 90th day after the date of this Agreement and ending 180 days after such date(the “Lock-Up Period”), the Company shall notagrees not to, directly or indirectly, without the prior written consent of the RepresentativeRepresentatives, (i1) offer, pledgeoffer for sale, 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 pledge or otherwise transfer dispose of (or dispose enter into any transaction or device that is designed to, or would be reasonably expected to, result in the disposition by any person at any time in the future of, directly or indirectly, ) any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, into or exchangeable forfor Common Stock or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv2) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, such shares of Common Stock, whether any such transaction described in clause (i)-(iv1) or (2) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration under the Securities Act for the offer and sale by the Company of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding sentence shall not apply to any one or more of the following: (A) the Shares to be sold hereunder and any post-effective amendments to the Registration Statement filed consistent with the terms of this Agreement, (B) the issuance of shares of Common Stock, restricted stock units, options to purchase Common Stock or units pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the date of this Agreement or pursuant to currently outstanding restricted stock units, options, warrants or rights, (C) the filing of any registration statement on Form S-8 in respect of any employee benefit plan, qualified stock option plan or other employee compensation plan in effect on the date hereof and described in the Prospectus, and (D) shares of Common Stock to be issued to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger, co-promotion or distribution arrangement, or the acquisition or in-licensing of any business products or technologies; provided, that the aggregate number of shares of Common Stock issued under this Subsection (D) shall not exceed 5% of the number of shares of Common Stock of the Company outstanding as of the date hereof; and provided further, that prior to such issuance, each recipient of such shares under this subsection (D) shall execute and deliver to the Representatives a Lock-Up Agreement (as defined below) substantially in the form of Exhibit A hereto. The Company acknowledges agrees to cause each shareholder, officer and agrees thatdirector of the Company set forth on Schedule D hereto to furnish to the Underwriters, prior to the effective date Closing Date, a letter or letters, substantially in the form of any release or waiver of Exhibit A hereto (the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release“Lock-Up Agreements”). The provisions Company will enforce the terms of this paragraph will not apply if the release or waiver is effected solely to permit a each Lock-Up Agreement and issue stop-transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement instructions to the extent and transfer agent for the duration Common Stock with respect to any transaction or contemplated transaction that such terms remain in effect at would constitute a breach of or default under the time of the transferapplicable Lock-Up Agreement.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of each of Pxxxx Xxxxxxx and Sxxxxx, from the Representativedate of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Class A Common Stock, Founder SharesClass B common stock, Warrants par value $0.01 per share of the Company (“Class B Common Stock”), or limited liability interests in vTv LLC (the “LLC Interests”) or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for or that represent the right to receive Class A Common Stock, (ii) file Class B Common Stock or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, LLC Interests or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of the Class A Common Stock, Founder Shares, Warrants Class B Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common StockLLC Interest, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Class A Common Stock, Class B Common Stock, LLC Interests or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective expiration of the Lock-Up Period. Notwithstanding the foregoing, this Section 4(i) shall not prohibit (i) the issuance or transfer of shares of Class B Common Stock and LLC Interests pursuant to the Reorganization Transactions, (ii) the issuance by the Company of shares of Class A Common Stock upon the conversion or exchange of Class B Common Stock and LLC Interests outstanding as of the date of this Agreement, (iii) the issuance by the Company of options to purchase shares of Class A Common Stock and other equity incentive compensation, including restricted stock or restricted stock units, under existing stock option or similar plans described in the Time of Sale Disclosure Package and in the Prospectus, (iv) the issuance of shares of Class B Common Stock or LLC Interests to any release or waiver of the restrictions set forth individuals or entities listed on Schedule II hereto who are current holders of Class B Common Stock or LLC Interest or their affiliates, as applicable, (v) any shares of Class A Common Stock issued upon the exercise of options granted under such existing stock option or similar plans described in this paragraph 3 or paragraph 7 belowthe Time of Sale Disclosure Package and in the Prospectus, (vi) the filing by the Company of any registration statement on Form S-8 with the Commission relating to the offering of securities pursuant to the terms of such existing stock option or similar plans, and (vii) the issuance by the Company of Class A Common Stock or securities convertible into Class A Common Stock in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that (x) the aggregate number of shares issued pursuant to clause (vii) shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date not exceed five percent (5%) of the release or waiver. Any release or waiver granted shall only be effective two Business Days after total number of outstanding shares of Class A Common Stock immediately following the publication date issuance and sale of the Securities pursuant hereto, and (y) any recipient of such press release. The provisions of this paragraph will not apply if the release Class A Common Stock or waiver is effected solely securities convertible into Class A Common Stock, as applicable, pursuant to permit a transfer not for consideration clauses (ii), (iv) and the transferee has agreed in writing to be bound by the same terms described in this Agreement (vii) shall execute and deliver to the extent and for Representatives a letter, in the duration that such terms remain in effect at form of Exhibit A hereto (the time of the transfer“Lock-Up Agreement”).

Company Lock-Up. During the For a period commencing on the effective date of this Agreement hereof and ending 180 days on the 90th day after such datethe closing of the Offering (the “Lock-Up Period”), the Company shall notagrees not to, directly or indirectly, without the prior written consent of the Representative, (i1) offer, pledgeoffer for sale, 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 pledge or otherwise transfer dispose of (or dispose enter into any transaction or device that is designed to, or would be reasonably expected to, result in the disposition by any person at any time in the future of, directly or indirectly, ) any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, into or exchangeable forfor Common Stock or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv2) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, such shares of Common Stock, whether any such transaction described in clause (i)-(iv1) or (2) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration under the 1933 Act for the offer and sale by the Company of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding sentence shall not apply to any one or more of the following: (A) the Shares to be sold hereunder and any post-effective amendments to the Registration Statement filed consistent with the terms of this Agreement, (B) the issuance or grant of shares of Common Stock, restricted stock awards, restricted stock units, performance units, options to purchase Common Stock or units pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the date of this Agreement or pursuant to currently outstanding restricted stock units, performance units, options, warrants or rights, (C) the issuance of shares of Common Stock upon the conversion of convertible notes outstanding on the date hereof and described in the Prospectus, or as payment of accrued interest thereon, as makewhole payments made in connection with certain conversions thereof or as payments made pursuant thereto in connection with qualifying fundamental changes to the Company, (D) the filing by the Company acknowledges of any registration statement on Form S-8 in respect of any employee benefit plan, qualified stock option plan or other employee compensation plan in effect on the date hereof and agrees thatdescribed in the Prospectus, (E) any shares of Common Stock that may be issuable to Tai-Saw Technology Co., Ltd. (“TST”) pursuant to the acquisition agreement among the Company, TST and other parties thereto dated October 15, 2021, (F) the announcement of entry into a definitive agreement with respect to any strategic partnership, joint venture, collaboration, merger, copromotion or distribution agreement or acquisition agreement and any related public disclosures provided that no shares of Common Stock are issued pursuant thereto prior to the effective date expiration of the Lock-Up Period, and (G) shares of Common Stock to be issued to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger, co-promotion or distribution arrangement, or the acquisition or in-licensing of any release business products or waiver technologies; provided, that the aggregate number of shares of Common Stock issued under this subsection (G) shall not exceed 5% of the restrictions set forth in this paragraph 3 or paragraph 7 below, number of shares of Common Stock of the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date outstanding as of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date hereof; and provided further, that prior to such issuance, each recipient of such press release. The provisions of shares under this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration subsection (G) shall execute and the transferee has agreed in writing to be bound by the same terms described in this Agreement deliver to the extent and for Representative a Lock-Up Agreement (as defined below) substantially in the duration that such terms remain in effect at the time form of the transferSchedule D hereto.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Xxxxx Xxxxxxx & Co., from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except for (i) the issuances of the Securities to the Underwriters’ pursuant to this Agreement, (ii) sales of shares through any dividend reinvestment and stock purchase plan of the Company, existing as of the date hereof, (iii) sales of shares of restricted stock, restricted stock units and options granted pursuant to employee benefit plans existing as of the date hereof, and the Common Stock issuable upon the exercise of such options or vesting of such restricted stock units, (iv) as consideration for mergers, acquisitions, other business combinations or joint ventures or strategic alliances occurring after the date of this Agreement which are not for the primary purpose of raising capital and (v) the filing of registration statements on Form S-8 In the case of each of (ii) and (v) in the preceding sentence, the Company will give the Representative at least three business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale, so as to permit the Agent to suspend activity under this Agreement for such period of time as requested by the Company. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.Lock-Up Period

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Cantor Fxxxxxxxxx & Co., from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase, lend short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Securities Act relating to, any Firm Unitssecurities of the Company that are substantially similar to the Securities, shares of Common Stock, Founder Shares, Warrants including but not limited to any options or warrants to purchase Ordinary Shares or any securities that are convertible into, or exercisable, into or exchangeable for, shares of Common Stockor that represent the right to receive, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants Ordinary Shares or any securities convertible intosuch substantially similar securities, or exercisablepublicly disclose the intention to make any offer, sale, pledge, disposition or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, filing or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants Ordinary Shares or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stocksuch other securities, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwiseotherwise (other than the Securities to be sold hereunder or pursuant to employee share option or warrant plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement). The foregoing restrictions shall not apply to (a) the Securities to be issued or sold hereunder; (b) the issuance by the Company acknowledges of Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and agrees thatdescribed in the Registration Statement; (c) the issuance by the Company of any options or warrants pursuant to any employee equity incentive plan or share ownership plan described or referred to in the Registration Statement; (d) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee equity incentive plan or share ownership plan described in the Times of Sale Disclosure Package or the Prospectus; or (e) the sale or issuance of or entry into an agreement to sell or issue Ordinary Shares or securities convertible into or exercisable for Ordinary Shares in connection with any (i) mergers, (ii) acquisition of securities, businesses, property, technologies or other assets, (iii) joint ventures, (iv) debt financings, (v) strategic alliances, commercial relationships or other collaborations, or (vi) the assumption of employee benefit plans in connection with mergers or acquisitions; provided that the aggregate number of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (e) shall not exceed 10% of the total number of Ordinary Shares issued and outstanding immediately following the completion of the transactions contemplated by this Agreement (determined on a fully-diluted basis and as adjusted for stock splits, stock dividends and other similar events after the date hereof); and provided further, that each recipient of Ordinary Shares or securities convertible into or exercisable for Common Stock pursuant to this clause (e), and, in the event that the recipient is a director or executive officer of the Company, pursuant to clauses (b) and (c), shall on or prior to such issuance, execute a lock-up letter substantially in the effective date form of any release or waiver Exhibit A hereto with respect to the remaining portion of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing The Company, on the effective date behalf of this Agreement itself and ending 180 days after such dateany successor entity, the Company shall notagrees that, without the prior written consent of the Representative, it will not, for a period of six months (6) months after the effective date of the Registration Statement (the “Lock-Up Period”), (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 or modify the terms of any option, right right, or warrant to purchase, lend lend, or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or other shares of capital stock of the Company or any securities convertible into, into or exercisable, exercisable or exchangeable for, for shares of Common Stock, Stock or other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or other shares of capital stock of the Company or any securities convertible into, into or exercisable, exercisable or exchangeable for, for shares of Common Stock, Stock or other shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, or exchangeable for, shares other capital stock of Common Stockthe Company, whether any such transaction described in clause (i)-(ivi), (ii) or (iii) above is to be settled by delivery of shares of Common Stock, other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and shares of Common Stock underlying the Representative’s Warrants to be sold hereunder, and (ii) the issuance by the Company acknowledges of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and agrees that, prior the Pricing Disclosure Package; (iii) the issuance by the Company of options to the effective date of any release purchase Common Stock or waiver other equity awards of the restrictions set forth Company for compensatory purposes; or (iv) the issuance of securities in this paragraph 3 connection with mergers, acquisitions, joint ventures, licensing arrangements, or paragraph 7 below, the Company shall announce the impending release or waiver by press release through any other similar non-capital raising transactions provided such securities are not registered pursuant to a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferregistration statement.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (C) publicly announce any intention to do any of the foregoing; provided, however, that the foregoing restriction shall not apply to the issuance of securities (i) to the Underwriters pursuant to this Agreement, (ii) to directors, officers, employees and consultants of the Company pursuant to employee benefit plans, equity incentive plans or other employee compensation plans existing on the date hereof and as described in the Prospectus, including pursuant to any amendments thereto that become effective after the date hereof; provided, however, that such amendments are approved by the stockholders of the Company, (iii) pursuant to the exercise, exchange or conversion of any options, warrants, restricted stock units, rights or convertible securities outstanding on the date hereof, (iv) in connection with any joint venture, commercial or collaborative relationship, the acquisition or license by the Company of the securities, businesses, property or other assets of another person; provided, however, that in the case of clause (iv), (a) the aggregate amount of such securities shall not exceed 10% of the total amount of shares of Common Stock outstanding prior to the offering of the Securities and (b) any recipient of such securities agrees to be bound in writing by the restrictions on the resale of securities consistent with the lock-up letters described in Section 4(x) hereof for the remainder of the Lock-Up. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on and including the effective date hereof and ending on and including the 60th day following the date of this Agreement and ending 180 days after such date, ( the “Lock-Up Period”) the Company shall will not, without the prior written consent of Cantor Xxxxxxxxxx & Co. (which consent may be withheld at the Representativesole discretion of Cantor Xxxxxxxxxx & Co.), (i) directly or indirectly offer, sell (including, without limitation, any short sale), assign, transfer, pledge, sell, contract to sell, sell any option or contract to purchaseestablish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectlyannounce the offering of, or file any registration statement under the Securities Act in respect of, any Firm Units, shares of Common Stock, Founder options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than is contemplated by this Agreement with respect to the Conversion Shares) or publicly announce any intention to do any of the foregoing; provided, Warrants however, that the Company may (i) issue and sell the Securities hereunder (including any Conversion Shares upon conversion thereof), (ii) issue restricted Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Final Offering Memorandum, (iii) issue Common Stock pursuant to the valid exercises, vesting or settlements of options, warrants or rights outstanding on the date hereof, (iv) issue Common Stock or other securities to financial institutions or other lenders in connection with debt financing transactions (a “Financing Transaction”), (v) issue Common Stock in connection with an equity line financing (an “Equity Line Transaction”), (vi) enter into, exercise its rights under or terminate the Capped Call Confirmations, (vii) issue Common Stock upon the conversion of the Securities and (viii) file a registration statement relating to a Financing Transaction or an Equity Line Transaction (notwithstanding the foregoing, the actions set forth in clauses (iv), (v) and (vi) may not be taken under this paragraph (p) during the period commencing on and including the date hereof and ending on and including the 30th day following the date of this Agreement). The Company will cause each officer and director listed in Exhibit B to furnish to Cantor Xxxxxxxxxx & Co. prior to the Closing Date, a letter, substantially in the form of Exhibit A hereto. The Company also agrees that during the Lock-Up Period, other than for the sale of the Securities hereunder, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, except for (i) a registration statement on Form S-8 relating to employee benefit plans and (ii) file one or cause to be filed more registration statements, preliminary prospectus or prospectus, or any registration statement with the Commission amendment or supplement thereto relating to a Financing Transaction or an Equity Line Transaction (notwithstanding the offering of any Firm Unitsforegoing, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, whether any such transaction described actions set forth in clause (i)-(ivii) above is to may not be settled by delivery of such securities, in cash or otherwise. The Company acknowledges taken under this paragraph (k) during the period commencing on and agrees that, prior to including the effective date hereof and ending on and including the 30th day following the date of any release or waiver of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferAgreement).

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend make any short sale or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The , except (i) to the Underwriters pursuant to this Agreement, (ii) the issuance by the Company acknowledges of the Warrant Shares upon the exercise of the Pre-Funded Warrants, (iii) the issuance by the Company of shares of Common Stock upon the exercise of any stock options or warrants, or upon the conversion of any shares of preferred stock of the Company, outstanding as of the date hereof and agrees thatdisclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (iv) the issuance by the Company of shares of Common Stock or securities convertible into shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; provided that prior to the effective date issuance of any release such shares of Common Stock or waiver securities convertible into shares of Common Stock where such shares or securities vest within the restrictions set forth in this paragraph 3 or paragraph 7 belowLock-Up Period, the Company shall announce cause each recipient of such grant or issuance to execute and deliver to you a lock-up agreement substantially in the impending release form of Exhibit A hereto (a “Lock-Up Agreement”) and issue stop order restrictions to its transfer agent and registrant for the Common Stock with respect to any transaction or waiver contemplated transaction that would constitute a breach or default under the applicable Lock-Up Agreement; (v) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; or (vi) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the acquisition by press release through a major news service at least two Business Days before the effective date Company of the release securities, business or waiver. Any release assets of another person or waiver granted entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (vi) shall only be effective two Business Days after not exceed 5% of the publication date total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and provided further, that the Company shall cause each recipient of such press release. The provisions of this paragraph will not apply if the release shares or waiver is effected solely other securities to permit execute and deliver to you, on or prior to such issuance, a Lock-Up Agreement and issue stop order restrictions to its transfer not for consideration agent and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and registrar for the duration Common Stock with respect to any transaction or contemplated transaction that such terms remain in effect at would constitute a breach of or default under the time of the transferapplicable Lock-Up Agreement.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (v) the sale of the Securities as contemplated by this Agreement, (w) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and the vesting of restricted stock awards or units, and (x) the issuance of employee stock options not exercisable during the Lock-Up Period and the grant, redemption, forfeiture or distribution of restricted stock awards, restricted stock units or shares of Common Stock pursuant to the Company’s stock option, stock bonus and other stock plans or arrangements, in the case of clauses (w) and (x) above, each as in effect on the date hereof in the ordinary course of business consistent with past practices, (y) the filing by the Company of any registration statement on Form S-8 relating to a Company Stock Plan disclosed in the Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, and (z) the issuance of securities of the Company in connection with a strategic transaction; provided, however, that in the case of clause (z), (1) such securities shall not in the aggregate exceed 5% of the Company’s outstanding shares of Common Stock immediately following the consummation of the offering of the Securities contemplated by this Agreement and (2) the recipients thereof shall provide to the Representative a signed Lock-Up Agreement. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the For a period commencing on the effective date hereof and ending on the 90th day after the date of this Agreement and ending 180 days after such date(the “Lock-Up Period”), the Company shall notagrees not to, directly or indirectly, without the prior written consent of the Representative, (i1) offer, pledgeoffer for sale, 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 pledge or otherwise transfer dispose of (or dispose enter into any transaction or device that is designed to, or would be reasonably expected to, result in the disposition by any person at any time in the future of, directly or indirectly, ) any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, into or exchangeable forfor Common Stock or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv2) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, such shares of Common Stock, whether any such transaction described in clause (i)-(iv1) or (2) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration under the Securities Act for the offer and sale by the Company of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding sentence shall not apply to any one or more of the following: (A) the Shares to be sold hereunder and any post-effective amendments to the Registration Statement filed consistent with the terms of this Agreement and (B) the issuance of shares of Common Stock, restricted stock units, options to purchase Common Stock or units pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the date of this Agreement or pursuant to currently outstanding restricted stock units, options, warrants or rights. The Company acknowledges agrees to cause each officer and agrees thatdirector of the Company set forth on Schedule D hereto to furnish to the Underwriters, prior to the effective date Closing Date, a letter or letters, substantially in the form of any release or waiver of Exhibit A hereto (the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release“Lock-Up Agreements”). The provisions Company will enforce the terms of this paragraph will not apply if the release or waiver is effected solely to permit a each Lock-Up Agreement and issue stop-transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement instructions to the extent and transfer agent for the duration Common Stock with respect to any transaction or contemplated transaction that such terms remain in effect at would constitute a breach of or default under the time of the transferapplicable Lock-Up Agreement.

Company Lock-Up. During a period of 180 days from the period commencing on the effective date of this Agreement and ending 180 days after such datethe Prospectus (the “Lock-Up Period”), the Company shall will not, without the prior written consent of the RepresentativeRepresentatives, directly or indirectly (iA) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable forfor Common Stock or publicly disclose the intention to make any offer, shares of Common Stockpledge, (ii) file sale, disposition or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bankfiling, or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The Company acknowledges and agrees that, prior other than (w) the Shares to be sold hereunder, (x) the issuance of equity-based awards granted pursuant to the effective Company’s benefit plans existing on the date hereof that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as such plans may be amended, in each case, copies of which have been filed with the Commission or otherwise made available to the Underwriters) and the enrollment of eligible employees in the Employee Stock Purchase Plan to be reinstated by the Company, (y) the issuance of shares of Common Stock upon the exercise of, or otherwise pursuant to, any release equity-based awards granted pursuant to any Company (or waiver predecessor) benefit plans (other than the Employee Stock Purchase Plan), copies of which have been filed with the Commission or otherwise made available to the Underwriters or (z) the issuance of shares of Common Stock upon the exercise of warrants outstanding on the date hereof. In addition, the foregoing sentence shall not restrict or prohibit the Company from filing one or more registration statements on Form S-8 with respect to issuances of equity securities of the restrictions set forth Company under a Company equity incentive plan existing on the date hereof that is described in this paragraph 3 or paragraph 7 belowthe Registration Statement, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration Pricing Disclosure Package and the transferee has agreed in writing Prospectus or under the Employee Stock Purchase Plan to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferreinstated.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (ithe “Lock-Up Period”), (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (C) publicly announce any intention to do any of the foregoing; provided, however, that the foregoing restriction shall not apply to the issuance of securities (i) to the Underwriters pursuant to this Agreement, (ii) to directors, officers, employees and consultants of the Company pursuant to employee benefit plans, equity incentive plans or other employee compensation plans existing on the date hereof and as described in the Prospectus, (iii) pursuant to the exercise, exchange or conversion of any options, warrants, restricted stock units, rights or convertible securities outstanding on the date hereof, (iv) in connection with any joint venture, commercial or collaborative relationship, the acquisition or license by the Company of the securities, businesses, property or other assets of another person, and (v) to one or more non-financial investors in connection with an equity investment in the Company, so long as such issuances and sales occur no earlier than 45 days after the date of this Agreement; provided, however, that in the case of clauses (iv) and (v) any recipient of such securities agrees to be bound in writing by the restrictions on the resale of securities consistent with the lock-up letters described in Section 4(x) hereof for the remainder of the Lock-Up Period. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (i) the Securities to be sold to the Underwriters pursuant to this Agreement, (ii) the issuance by the Company acknowledges of shares of Common Stock upon the exercise of an option or warrant or the settlement of any other stock-based awards outstanding on the date hereof which is described in the Time of Sale Disclosure Package and agrees the Prospectus, (iii) the grant by the Company of stock options or other stock-based awards (or the issuance of shares of Common Stock upon exercise thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the Company described in the Time of Sale Disclosure Package and the Prospectus; provided that, prior to the effective date grant of any release such stock options or waiver other stock-based awards pursuant to this clause (iii) that vest within the Lock-Up Period, each recipient of such grant shall sign and deliver a lock-up agreement substantially in the form of Exhibit A hereto, (iv) the securities issued in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the restrictions set forth securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of this paragraph 3 or paragraph 7 belowclause (iv), the Company shall announce recipients thereof deliver a lock-up agreement substantially in the impending release form of Exhibit A hereto, or waiver by press release through (v) the filing of a major news service at least two Business Days before registration statement on Form S-8 with respect to the effective date registration of securities to be offered under any employee benefit or equity incentive plans of the release or waiver. Any release or waiver granted shall only be effective two Business Days after Company described in the publication date Time of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration Sale Disclosure Package and the transferee has agreed in writing to be bound by the same terms described in this Agreement Prospectus to the extent and for the duration that such terms remain in effect at the time of the transferCompany’s employees.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeUnderwriter, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except, in each case, for (x) the sale of the Securities as contemplated by this Agreement, (y) issuances of shares of Common Stock upon the exercise or conversion of options, warrants or convertible securities disclosed as outstanding in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and (z) the issuance of Awards not vesting or exercisable during the Lock-Up Period pursuant to the Company Stock Plans in the ordinary course of business consistent with past practices. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 15-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Underwriter in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Underwriter and the transferee has agreed in writing to be bound by the same terms described in this Agreement each stockholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, Stock or (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivi) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The Company acknowledges and agrees that, prior except (A) to the effective date Underwriters pursuant to this Agreement, (B) the issuance by the Company of shares of Common Stock upon the exercise of any release stock options or waiver warrants, or upon the conversion of any shares of preferred stock of the restrictions set forth Company, outstanding as of the date hereof and disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (C) the issuance by the Company of shares of Common Stock or securities convertible into shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (D) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; or (E) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this paragraph 3 or paragraph 7 belowclause (E) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and provided further, that the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date cause each recipient of such press release. The provisions of this paragraph will not apply if the release shares or waiver is effected solely other securities to permit execute and deliver to you, on or prior to such issuance, a Lock-Up Agreement and issue stop order restrictions to its transfer not for consideration agent and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and registrar for the duration Common Stock with respect to any transaction or contemplated transaction that such terms remain in effect at would constitute a breach of or default under the time of the transferapplicable Lock-Up Agreement.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Xxxxx Xxxxxxx & Co., from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (A) to the Underwriters pursuant to this Agreement (B) the issuance by the Company of shares of Common Stock upon the exercise of any stock options or warrants, or upon the conversion of any shares of preferred stock of the Company, outstanding as of the date hereof and disclosed in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus; (C) the issuance by the Company of shares of Common Stock or securities convertible into shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus; or (D) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Xxxxx Xxxxxxx & Co., from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by Xxxxx Xxxxxxx & Co. in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions Company will provide the Representative with prior notice of any such announcement that gives rise to the extension of the Lock-Up Period. The restrictions contained in the first sentence of this paragraph will subsection shall not apply if to (A) the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing Securities to be bound sold hereunder, (B) any shares of Common Stock issued by the same terms described Company upon the exercise of an option or warrant, the vesting of restricted stock under currently effective equity incentive plans, or the conversion of a security outstanding on the date hereof and referred to in this Agreement the Prospectus, (C) any shares of Common Stock issued or options to the extent and for the duration that such terms remain in effect at the time purchase Common Stock granted pursuant to existing equity incentive or employee benefit plans of the transferCompany, or (D) any shares of Common Stock issued by the Company in connection with an acquisition by or merger of the Company.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable forfor Common Stock, except for shares of Common StockStock that may be issued (w) pursuant to the exercise of options outstanding under existing employee benefit plans of the Company referred to in the Registration Statement or the Prospectus as of the date hereof, (iix) file upon the exercise or cause conversion of securities of the Company outstanding as of the date hereof and referred to in the Registration Statement or the Prospectus, (y) under the terms of the earn-out payment to be filed any registration statement with the Commission relating paid to Interpoint Partners, LLC pursuant to the offering purchase agreement referred to in the Prospectus, or (z) in connection with one or more acquisitions by the Company of any Firm Unitsthe assets or capital stock of another person or entity, whether through merger, asset acquisition, stock purchase or otherwise; provided, however, that (aa) the aggregate number of shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Stock issued pursuant to this clause (z) may not exceed five percent (5%) of the shares of Common Stock, (iii) complete any offering of debt securities Stock to be outstanding immediately following the sale of the Company, other than entering Securities pursuant to this Agreement and (bb) the issuance of such shares of Common Stock by the Company pursuant to this clause (z) shall be subject to the condition that each recipient of such shares has previously signed (or will enter into prior to or concurrently with such issuance) a line lock-up agreement substantially in the form of credit with a traditional bankExhibit A hereto, or (ivii) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of the Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, ; whether any such transaction described in clause (i)-(ivi) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. If (A) during the last 17 days of the Lock-Up Period, (1) the Company issues an earnings release, (2) the Company publicly announces material news or (3) a material event relating to the Company occurs; or (B) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by the Representative in writing, shall continue to apply until the expiration of the date that is 18 calendar days after the date on which (1) the Company issues the earnings release, (2) the Company publicly announces material news or (3) a material event relating to the Company occurs. The Company acknowledges will provide the Representative, any co-managers and agrees that, prior each shareholder subject to the effective date Lock-Up Agreement (as defined below) with prior notice of any release or waiver such announcement that gives rise to the extension of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the Representative, from the date of execution of this Agreement and continuing to and including the date 365 days after the date of the Prospectus (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Ordinary Shares or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of Common Stock, for Ordinary Shares or (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder the Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, whether any such transaction described in clause (i)-(ivi) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the (a) Underwriters pursuant to this Agreement or (b) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Lock-Up Period, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 belowLock-Up Period. In addition, the Company shall announce will not purchase any shares of its capital stock during the impending release or waiver by press release through a major news service at least two Business Days before 12-month period following the effective date closing of the release Offering, other than repurchases at cost or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement without cost pursuant to the extent terms of its share option and for the duration that such terms remain in effect at the time of the transferrestricted share purchase agreements, if any.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Xxxxx Xxxxxxx & Co., from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (i) to the Underwriters pursuant to this Agreement, (ii) for issuances and grants to directors, officers, employees and consultants of the Company pursuant to the Company Stock Plans, (iii) for issuances pursuant to the exercise of outstanding options or warrants or conversion of convertible securities described as outstanding in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, and (iv) for issuances of common stock or securities convertible into or exercisable for shares of common stock in connection with any acquisition, collaboration, licensing or other strategic transaction or any debt financing transaction, so long as the purpose of such issuance is not solely for capital raising; provided, that in the case of this clause (iv), such issuances shall not be greater than 5% of the total outstanding shares of common stock outstanding immediately after the completion of this offering and each recipient of shares of common stock, or securities exchangeable or exercisable for or convertible into common stock, shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such shares or securities during the remainder of the Lock-Up Period. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Xxxxx-Xxxxxx Capital Group LLC, from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, Stock or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement, pursuant to the Company’s 2011 Stock Incentive Plan as in effect on the date hereof or pursuant to warrants to purchase capital stock outstanding as of the date hereof. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by Xxxxx-Xxxxxx Capital Group LLC in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Underwriter, any co-managers and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of Pxxxx Xxxxxxx & Co., from the Representativedate of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Ordinary Share or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, for Ordinary Shares or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder the Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 Lock-Up Period. If (1) during the last 17 days of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or paragraph 7 below(c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company shall announce announces that it will release earnings results during the impending release or waiver by press release through a major news service at least two Business Days before 16-day period beginning on the effective date last day of the release or waiver. Any release or waiver granted Lock-Up Period, then the restrictions in this Agreement, unless otherwise waived by Pxxxx Xxxxxxx & Co. in writing, shall only be effective two Business Days continue to apply until the expiration of the date that is 18 calendar days after the publication date of such press on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. The provisions of this paragraph Company will not apply if provide the release or waiver is effected solely to permit a transfer not for consideration Representative, any co-managers and the transferee has agreed in writing to be bound by the same terms described in this Agreement each shareholder subject to the extent and for Lock-Up Agreement (as defined below) with prior notice of any such announcement that gives rise to the duration that such terms remain in effect at the time extension of the transferLock-Up Period.

Company Lock-Up. During The Company will not, without your prior written consent, from the period commencing on the effective date of execution of this Agreement and ending 180 continuing to and including the date [180] days after such date, the Company shall not, without the prior written consent date of the RepresentativeProspectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Ordinary Shares or ADSs or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of Common Stock, (ii) file for Ordinary Shares or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, ADSs or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants the Ordinary Shares or any securities convertible into, or exercisable, or exchangeable for, shares of Common StockADSs, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of such Ordinary Shares, ADSs or other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement, except, in each case, for (x) the registration of the offer and sale of the Shares as contemplated by this Agreement, (y) issuances of Ordinary Shares upon the exercise of options or warrants disclosed as outstanding in the Registration Statement, each Preliminary Prospectus and the Prospectus, and (z) the issuance of employee stock options not exercisable during the Lock-Up Period pursuant to stock option plans described in the Registration Statement, each Preliminary Prospectus and the Prospectus; provided, however, that if prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period and the Company is no longer an “emerging growth company”, then the restrictions imposed by this Section shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period without your consent.

Company Lock-Up. During The Company will not, without your prior written consent, from the period commencing on the effective date of execution of this Agreement and ending continuing to and including the date 180 days after such date, the Company shall not, without the prior written consent date of the RepresentativeProspectus (the “Lock-Up Period”), (iA) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Ordinary Shares or ADSs or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of Common Stock, (ii) file for Ordinary Shares or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, ADSs or (ivB) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants the Ordinary Shares or any securities convertible into, or exercisable, or exchangeable for, shares of Common StockADSs, whether any such transaction described in clause (i)-(ivA) or (B) above is to be settled by delivery of such Ordinary Shares, ADSs or other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement, except, in each case, for (x) the registration of the offer and sale of the Shares as contemplated by this Agreement, (y) issuances of Ordinary Shares upon the exercise of options or warrants disclosed as outstanding in the Registration Statement, each Preliminary Prospectus and the Prospectus, and (z) the issuance of employee stock options not exercisable during the Lock-Up Period pursuant to stock option plans described in the Registration Statement, each Preliminary Prospectus and the Prospectus; provided, however, that if prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period and the Company is no longer an “emerging growth company”, then the restrictions imposed by this Section shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release. The Company acknowledges and agrees that, not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the effective date of any release or waiver expiration of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transferLock-Up Period without your consent.

Company Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the The Company shall will not, without the prior written consent of the RepresentativeRepresentatives, from the date of execution of this Agreement and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, into or exercisable, exercisable or exchangeable for, shares of for Common Stock, Stock or (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of the Common Stock, whether any such transaction described in clause (i)-(ivi) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The Company acknowledges and agrees that, prior except (A) to the effective date Underwriters pursuant to this Agreement, (B) the issuance by the Company of shares of Common Stock upon the exercise of any release stock options or waiver warrants, or upon the conversion of any shares of preferred stock of the restrictions set forth Company, outstanding as of the date hereof and disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (C) the issuance by the Company of shares of Common Stock or securities convertible into shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (D) the filing of a registration statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; or (E) the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock, or any security convertible into or exercisable for shares of Common Stock, in connection with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this paragraph 3 or paragraph 7 belowclause (E) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and provided further, that the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date cause each recipient of such press release. The provisions of this paragraph will not apply if the release shares or waiver is effected solely other securities to permit execute and deliver to you, on or prior to such issuance, a Lock-Up Agreement and issue stop order restrictions to its transfer not for consideration agent and the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and registrar for the duration Common Stock with respect to any transaction or contemplated transaction that such terms remain in effect at would constitute a breach of or default under the time of the transferapplicable Lock-Up Agreement.

Company Lock-Up. During the For a period commencing on the effective date hereof and ending on the 90th day after the date of this Agreement and ending 180 days after such date(the “Lock-Up Period”), the Company shall notagrees not to, directly or indirectly, without the prior written consent of the Representative, (i1) offer, pledgeoffer for sale, 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 pledge or otherwise transfer dispose of (or dispose enter into any transaction or device that is designed to, or would be reasonably expected to, result in the disposition by any person at any time in the future of, directly or indirectly, ) any Firm Units, shares of Common Stock, Founder Shares, Warrants Stock or any securities convertible into, or exercisable, into or exchangeable forfor Common Stock or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv2) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, such shares of Common Stock, whether any such transaction described in clause (i)-(iv1) or (2) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration under the Securities Act for the offer and sale by the Company of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding sentence shall not apply to any one or more of the following: (A) the Shares to be sold hereunder and any post-effective amendments to the Registration Statement filed consistent with the terms of this Agreement, (B) the issuance of shares of Common Stock, restricted stock awards, restricted stock units, performance units, options to purchase Common Stock or units pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans in effect on the date of this Agreement or pursuant to currently outstanding restricted stock units, performance units, options, warrants or rights, (C) the filing of any registration statement on Form S-8 in respect of any employee benefit plan, qualified stock option plan or other employee compensation plan in effect on the date hereof and described in the Prospectus, (D) shares of Common Stock to be issued to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger, co-promotion or distribution arrangement, or the acquisition or in-licensing of any business products or technologies; provided, that the aggregate number of shares of Common Stock issued under this Subsection (D) shall not exceed 10% of the number of shares of Common Stock of the Company outstanding as of the date hereof; and provided further, that prior to such issuance, each recipient of such shares under this subsection (D) shall execute and deliver to the Representative a Lock-Up Agreement (as defined below) substantially in the form of Exhibit A hereto, and (E) shares of Common Stock issuable upon conversion of the Company’s outstanding Series A Preferred Stock, as disclosed in the Registration Statement and the Prospectus. The Company acknowledges agrees to cause each officer and agrees thatdirector of the Company set forth on Schedule D hereto to furnish to the Underwriters, prior to the effective date Execution Time, a letter or letters, substantially in the form of any release or waiver of Exhibit A hereto (the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release“Lock-Up Agreements”). The provisions of this paragraph Company will not apply if the release or waiver is effected solely to permit a issue stop-transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Agreement instructions to the extent and transfer agent for the duration that such terms remain in effect at Common Stock with respect to the time of the transferLock-Up Agreements.