Common use of Company Lock-Up Clause in Contracts

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co., 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”), (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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) 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 restrictions contained in this Section 4(b)(ix) shall not apply to (i) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, (ii) 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 Disclosure Package, (iii) the issuance of options or other equity awards to consultants of the Company in the ordinary course of business, and (iv) securities of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereof; provided, that in the case of clauses (iii) and (iv) any recipient (as applicable) agrees to be bound in writing by the restrictions set forth herein for the remainder of the Lock-Up Period and in the case of clause (iv), the aggregate amount of such issuances shall not exceed 5% of the total outstanding shares of Common Stock of the Company on the date hereof.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co.Xxxxxxx, from the date of execution of this Agreement and continuing to and including the date 90 60 days after the date of the Prospectus (the “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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) 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. The restrictions contained in this Section 4(b)(ix, (ii) shall not apply issuances of such securities pursuant to (i) the issuance by the Company conversion or exchange of shares of Common Stock upon convertible or exchangeable securities or the exercise of a stock option warrants or warrant or the conversion of a security options, in each case outstanding on the date hereof, (iiiii) grants of options or the issuance of shares of Common Stock by the Company such securities pursuant to equity incentive plans the terms of a plan in effect on the date hereof and described in the Time of Sale Disclosure PackageProspectus, (iv) issuances of securities pursuant to the exercise of options awarded to the grantee pursuant to clause (iii), and (v) the issuance of options such securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, businesses, property or other equity awards assets of another person or entity or pursuant to consultants of any employee benefit plan assumed by the Company in the ordinary course of business, and (iv) securities of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereofany such acquisition; provided, however, that in the case of clauses this clause (iiiv), (A) such securities shall not in the aggregate exceed ten percent (10%) of the Company’s outstanding ordinary shares on a fully-diluted basis after giving effect to the sale of the Securities contemplated by this Agreement, (B) this clause (v) can be relied on for only one transaction or series of related transactions and (ivC) any the recipient (as applicable) agrees shall have executed a “lock-up” agreement in the form of Exhibit A hereto agreeing not to be bound in writing by the restrictions set forth herein for the remainder dispose of such securities during the Lock-Up Period and in the case of clause (iv), the aggregate amount of such issuances shall not exceed 5% of the total outstanding shares of Common Stock of the Company on the date hereofPeriod.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co.the Representative, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) 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. The restrictions contained in this Section 4(b)(ix; (ii) shall not apply pursuant to (i) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security any options, warrants, rights or convertible securities outstanding on the date hereof, (ii) grants hereof and disclosed in the Time of options Sale Disclosure Package and the Prospectus or the issuance of shares of Common Stock by the Company issued thereafter pursuant to equity incentive plans any Company Stock Plans described in the Time of Sale Disclosure Package, (iii) Package and the issuance of options or other equity awards to consultants of the Company in the ordinary course of business, and (iv) securities of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereofProspectus; provided, however, that in the case of clauses (iii) and (iv) any recipient recipients thereof enter into Lock-Up Agreements (as applicabledefined below) agrees in substantially the form of Exhibit A hereto with respect to be bound in writing by the restrictions set forth herein for the remainder remaining portion of the Lock-Up Period and or, in the case of clause (iv)the issuance of options, such options do not become exercisable during the aggregate amount remaining portion of the Lock-Up Period, and in any event the number of options, warrants, rights or convertible securities granted under such issuances Company Stock Plans shall not exceed 5% be exercisable, redeemable, convertible or otherwise result in the issuance of the total outstanding greater than 1,500,000 shares of Common Stock in the aggregate during the Lock-Up Period; (iii) to XXX in connection with the Private Placement; or (iv) the filing of one or more registration statements on Form S-8 with respect to any options, warrants, rights or convertible securities granted pursuant to any Company Stock Plans described in the Time of Sale Disclosure Package and the Prospectus. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Company on the date hereofLock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co.the Representative, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common StockOrdinary Shares, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. The restrictions contained in this Section 4(b)(ix4(n) shall not apply to (i) the Ordinary Shares to be sold hereunder and the issuance of the Representative’s Warrants, (ii) the issuance by the Company of shares of Common Stock Ordinary Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereofhereof and disclosed in the Registration Statement, (ii) grants of options the Pricing Disclosure Package or the issuance of shares of Common Stock by the Company pursuant to equity incentive plans described in the Time of Sale Disclosure PackageProspectus, and (iii) the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or other equity awards to consultants shares of capital stock of the Company under any equity compensation plan of the Company disclosed in the ordinary course of businessRegistration Statement, the Pricing Disclosure Package or the Prospectus, and (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the Company 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 with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereof; provided, that in the case of clauses (iii) and (iv) any recipient (as applicable) agrees to be bound in writing by the restrictions set forth herein for the remainder of therewith during the Lock-Up Period and provided that any such issuance shall only be to a Person (or to the equity holders 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 case of clause (iv), the aggregate amount of such issuances shall not exceed 5% of the total outstanding shares of Common Stock business of the Company on and shall provide to the date hereofCompany 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.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co.the Representatives, from the date of execution of this Agreement and continuing to and including the date that is 90 days after the date of the Prospectus (the “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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Stock, or any securities convertible into or exercisable or exchangeable for Common Stock Stock, or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (A) the Securities to be sold to the Underwriters pursuant to this Agreement. The restrictions contained in this Section 4(b)(ix) shall not apply to hereunder, (iB) the issuance by of options, warrants, restricted stock units, performance stock units, restricted stock or other equity awards to acquire shares of Common Stock granted pursuant to the Company Stock Plans that are described in the Prospectus, as such plans may be amended, (C) the issuance of shares of Common Stock upon the exercise or vesting of a any such options, warrants, restricted stock option units, performance stock units, restricted stock or warrant other equity awards to acquire shares of Common Stock, (D) shares of Common Stock issued upon exercise of outstanding warrants and, (E) the filing of one or more Registration Statements on Form S-8 registering securities pursuant to the conversion Company Stock Plans; (F) the issuance or sale of a security outstanding on Common Stock, or securities convertible into or exchangeable for, Common Stock as consideration for mergers, acquisitions, other business combinations, joint ventures, strategic alliances and other business transactions occurring after the date hereofof this Agreement, provided that the aggregate number of shares of Common Stock, or securities convertible into or exchangeable for Common Stock, that the Company may issue or sell pursuant to this clause (iiF) grants shall not exceed 10% of options or the issuance total number of shares of Common Stock by outstanding as of the Company First Closing Date immediately following the issuance and sale of the Securities pursuant to equity incentive plans described this Agreement. The Company agrees not 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 Time of Sale Disclosure Package, (iii) the issuance of options or other equity awards to consultants of the Company in the ordinary course of business, and (iv) securities of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereof; provided, that in the case of clauses (iii) and (iv) any recipient (as applicable) agrees to be bound in writing by the restrictions set forth herein for the remainder expiration of the Lock-Up Period and in the case of clause (iv), the aggregate amount of such issuances shall not exceed 5% of the total outstanding shares of Common Stock of the Company on the date hereofPeriod.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Pxxxx Xxxxxxx & Co., from the date of execution of this Agreement and continuing to and including the date 90 days after the date of the Prospectus Offering Memorandum (the “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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (1) to the Underwriters Initial Purchaser pursuant to this Agreement. The restrictions contained , (2) shares of Common Stock issued to holders of the Securities in this Section 4(b)(ixsatisfaction of conversions pursuant to the Indenture, (3) shall not apply pursuant to an existing equity incentive plan of the Company, (i4) pursuant to the exercise of options that were previously granted or issued under an equity incentive plan of the Company, (5) the issuance by of Common Stock as payment for consulting services and (6) dividends on existing preferred stock of the Company in the form of Common Stock; provided that the aggregate number of shares of Common Stock upon and shares of Common Stock underlying other securities issued pursuant to clauses (3) through (6) shall not exceed 350,000. The Company agrees not to accelerate the exercise vesting of a stock any option or warrant or the conversion lapse of a security outstanding on any repurchase right prior to the date hereof, (ii) 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 Disclosure Package, (iii) the issuance of options or other equity awards to consultants of the Company in the ordinary course of business, and (iv) securities of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereof; provided, that in the case of clauses (iii) and (iv) any recipient (as applicable) agrees to be bound in writing by the restrictions set forth herein for the remainder expiration of the Lock-Up Period and in the case of clause (iv), the aggregate amount of such issuances shall not exceed 5% of the total outstanding shares of Common Stock of the Company on the date hereofPeriod.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co., 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”), (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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) 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. The restrictions contained in this Section 4(b)(ix) shall not apply to (i) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, (ii) for issuances and grants to directors, officers, employees and consultants of options or the issuance of shares of Common Stock by the Company pursuant to equity incentive plans 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 PackagePackage or the Prospectus, (iii) the issuance of options or other equity awards to consultants of the Company in the ordinary course of business, and (iv) for issuances of common stock or securities convertible into or exercisable for shares of the Company issued common stock in connection with a joint venture or collaboration any acquisition, collaboration, licensing or other strategic transaction or commercial relationship existing prior toany debt financing transaction, on or following so long as the date hereofpurpose of such issuance is not solely for capital raising; provided, that in the case of clauses (iii) and (iv) any recipient (as applicable) agrees to be bound in writing by the restrictions set forth herein for the remainder of the Lock-Up Period and in the case of clause (iv), the aggregate amount of such issuances shall not exceed 5% of the total outstanding shares of Common Stock of the Company on the date hereof and (v) for issuances of warrants exercisable for shares of common stock in connection with any debt financing transaction; provided, that in the case of clause (v), such issuance shall not occur prior to 45 days after the date of the Prospectus and shall not exceed 1% of the total outstanding shares of Common Stock of the Company on the date hereof. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co., 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”), (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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or Stock, (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether (C) confidentially submit any such transaction described in clause (A) draft registration statement or (B) above is file any registration statement with the Commission relating to be settled by delivery the offering of any shares of Common Stock or such other securitiesany securities convertible into or exercisable or exchangeable for Common Stock or (D) publicly announce any intention to do any of the foregoing, provided, however, that the Company may: (X) effect the sale of the Securities contemplated hereby, (Y) issue shares of Common Stock or Related Securities in cash connection with any joint venture, commercial or otherwise, except to collaborative relationship or the Underwriters pursuant to this Agreement. The restrictions contained in this Section 4(b)(ix) shall not apply to (i) the issuance acquisition or license by the Company of shares the securities, businesses, property or other assets of Common Stock upon the exercise of a stock option another person or warrant entity or the conversion of a security outstanding on the date hereof, (ii) grants of options or the issuance of shares of Common Stock pursuant to any employee benefit plan assumed by the Company pursuant to equity incentive plans described in the Time of Sale Disclosure Package, (iii) the issuance of options or other equity awards to consultants of the Company in the ordinary course of business, and (iv) securities of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereofany such acquisition; provided, however, that in the case of clauses clause (iiiY), (1) and (iv) any recipient (as applicable) agrees that the recipients thereof provide to be bound in writing by the restrictions set forth herein for the remainder of the Underwriter a signed Lock-Up Period Agreement in the form of Exhibit A hereto, and (2) the aggregate number of shares that the Company may sell or issue or agree to sell or issue shall not exceed 5.0% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and (Z) issue shares of Common Stock or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided, however, that in the case of clause (ivZ), the aggregate amount Company shall cause each newly appointed director or executive officer that is a recipient of such issuances shall not exceed 5% securities to provide to the Underwriter a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the total outstanding foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible into shares of the Company on the date hereofCommon Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, shares of Common Stock.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co.the Representatives, from the date of execution of this Agreement and continuing to and including the date 90 60 days after the date of the Prospectus (the “Lock-Up Period”), (Ai) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (Bii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (Ai) or (Bii) 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 this Section 4(b)(ixAgreement other than (1) shall not apply to the Company’s sale of the Securities hereunder, (i2) the issuance by of restricted Common Stock, options to acquire Common Stock or other equity awards pursuant to the Company 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 shares Sale Prospectus and the Prospectus and the issuance of Common Stock upon pursuant to the exercise valid exercises or vesting of a stock option options, warrants or warrant rights so granted or the conversion of a security outstanding on the date hereof, and (ii3) grants in connection with the consummation by the Company of options a strategic partnership, joint venture, collaboration or acquisition or license of any business products or technology, provided that (A) the issuance aggregate number of shares of Common Stock by the Company that may be issued pursuant to equity incentive plans described this clause (3) 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 (3) 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 Time applicable partnership, joint venture, collaboration, acquisition or license, agreed in writing not to sell, offer, dispose of Sale Disclosure Package, or otherwise transfer any such Common Stock (iii) or engage in any short sales of Common Stock prior to the issuance of options or other equity awards to consultants of such Common Stock) during the Company in the ordinary course of businessremainder, and (iv) securities of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior toif any, on or following the date hereof; provided, that in the case of clauses (iii) and (iv) any recipient (as applicable) agrees to be bound in writing by the restrictions set forth herein for the remainder of the Lock-Up Period and in without the case of clause (iv), the aggregate amount of such issuances shall not exceed 5% prior written consent of the total outstanding shares Representatives). The Company agrees not to accelerate the vesting of Common Stock any option or warrant or the lapse of any repurchase right prior to the expiration of the Company on the date hereofLock-Up Period.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co.the Representatives, 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”), (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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) 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 restrictions contained in this Section 4(b)(ix) shall not apply to (i) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, (ii) 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 Disclosure Package, (iii) the issuance of options or other equity awards to consultants of the Company in the ordinary course of business, and (iv) securities of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereofhereof and (v) securities issued to Pfizer Inc. or any affiliate thereof in connection with one or more private placements of shares of Common Stock and warrants to purchase shares of Common Stock; provided, that in the case of clauses (iii) and (iv) any recipient (as applicable) agrees to be bound in writing by the restrictions set forth herein for the remainder of the Lock-Up Period and in the case of clause (iv), the aggregate amount of such issuances shall not exceed 5% of the total outstanding shares of Common Stock of the Company on the date hereof.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co.the Representatives, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “Lock-Up Period”), (A) file with the Commission a registration statement under the Act relating to any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (B) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or Stock, (BC) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (AB) or (BC) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (D) publicly disclose or announce an intention to effect any transaction specified in clause (A), except to the Underwriters pursuant to this Agreement(B) or (C) above. The restrictions contained in this Section 4(b)(ix) the preceding sentence shall not apply to (i1) the shares of Common Stock to be sold hereunder, (2) the issuance by of shares of Common Stock or securities convertible into shares of Common Stock pursuant to any equity incentive plan of the Company (or the filing of a registration statement on Form S-8 to register shares of Common Stock issuable under such plans) under the terms of such plan in effect on the date hereof and disclosed in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, provided such securities are granted at fair market value, (3) the issuance of shares of Common Stock upon the exercise of any warrants described in a stock option or warrant or prospectus relating to the conversion of a security outstanding on the date hereofOffering, (ii4) grants of options or the issuance of shares of Common Stock by and warrants to purchase shares of Common Stock to BioHEP Technologies Ltd. (“BioHEP”) on February 1, 2016, pursuant to the amended and restated license agreement between the Company pursuant to equity incentive plans described in the Time of Sale Disclosure Packageand BioHEP, or (iii5) the issuance of options or other equity awards to consultants shares of the Company in the ordinary course of business, and (iv) securities of the Company issued Common Stock in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to(including joint ventures, on marketing or following the date hereofdistribution arrangements, collaboration agreements or intellectual property license agreements); providedprovided that, that in the case of with respect to clauses (iii4) and (iv5) of this Section 4(a)(ix), (x) the aggregate number of shares of Common Stock issued or issuable pursuant to such clauses does not exceed in the aggregate 5% of the number of shares of Common Stock outstanding immediately after the issuance and sale of the Securities, and (y) each recipient of any recipient (as applicable) such shares or other securities agrees to be bound restrictions on the resale of securities that are consistent with the lock-up letters described in writing by the restrictions set forth herein Section 4(x) hereof for the remainder of the 180-day restricted period. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period and in the case of clause (iv), the aggregate amount of such issuances shall not exceed 5% of the total outstanding shares of Common Stock of the Company on the date hereofPeriod.

Company Lock-Up. The Company will not, without During the prior written consent of Xxxxx Xxxxxxx & Co., period beginning from the date of execution of this Agreement hereof and continuing to and including the date 90 days after earlier of (a) the Closing Date and (b) the date of the Prospectus Company’s first meeting of stockholders at which the Company does not obtain Stockholder Approval (the “Lock-Lock Up Period”), (A) the Company agrees that it will not offer, pledge, announce the intention to sell, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option short sale or contract otherwise dispose, except as provided hereunder, of any securities of the Company that are substantially similar to sellthe Common Shares, grant including but not limited to any option, right options or warrant warrants to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Shares or any securities that are convertible into or exercisable exchangeable for, or exchangeable for that represent the right to receive, Common Stock Shares or (B) enter into any swap or other agreement such substantially similar securities; provided, however, that transfersthe Company may, in whole or in part, any without the consent of the economic consequences of ownership of Purchasers, (i) effect the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except to the Underwriters transactions contemplated pursuant to this Agreement and the Initial Securities Purchase Agreement. The restrictions contained ; (ii) issue the Warrants and the SWK Warrant and the Common Shares issuable upon exercise thereof, (iii) 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 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 convertible or exchangeable securities outstanding as of the date of this Section 4(b)(ixAgreement; (v) shall not apply 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; (ivi) issue Common Shares in connection with any joint venture, commercial or collaborative relationship or the issuance acquisition or license by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereofsecurities, (ii) 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 Disclosure Packagebusinesses, (iii) the issuance of options property or other equity awards to consultants assets of the Company in the ordinary course of business, and (iv) securities of the Company issued in connection with a joint venture another Person or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereofentity which do not principally involve capital raising; provided, however, that in the case of clauses clause (iii) and (iv) any recipient (as applicable) agrees to be bound in writing by the restrictions set forth herein for the remainder of the Lock-Up Period and vi), such Common Shares shall not in the case of clause (iv), the aggregate amount of such issuances shall not exceed 5% of the total Company’s outstanding shares Common Shares on a fully diluted basis after giving effect to the sale of Common Stock the Securities contemplated by this Agreement; (vii) file the Registration Statement and the First Registration Statement in connection with this Agreement and the Initial Securities Purchase Agreement; and (viii) assist any stockholder of the Company on in the date hereofestablishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Shares, provided that such plan does not provide for the transfer of Common Shares during the Lock Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock Up Period and such plan is otherwise permitted to be implemented during the Lock Up Period pursuant to the terms of the Lock Up Agreement between such Person and the Purchasers, if any.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co., 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”), (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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common StockShares, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The restrictions contained in this Section 4(b)(ix4(a)(ix) shall not apply to (i) the issuance by the Company of shares of Common Stock Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, (ii) grants of options or the issuance of shares of Common Stock Shares by the Company pursuant to equity incentive plans described in the Time of Sale Disclosure Package, (iii) the issuance of options or other equity awards to consultants directors or executive officers of the Company in the ordinary course of business, and (iv) securities of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereof; provided, that in the case of clauses (iii) and (iv) any recipient (as applicable) agrees to be bound in writing by the restrictions set forth herein for the remainder of the Lock-Up Period and in the case of clause (iv), the aggregate amount of such issuances shall not exceed 510% of the total outstanding shares of Common Stock Shares of the Company on the date hereof.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co.the Representatives, 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”), (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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) 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 restrictions contained in this Section 4(b)(ix) the preceding sentence shall not apply to (i) the Securities to be sold to the Underwriters hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock an option or warrant or the conversion of a security outstanding on the date hereof, (iiiii) grants the grant by the Company of stock options or other stock-based awards (or the issuance of shares of Common Stock by the Company 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, Package and the Prospectus; (iiiiv) the issuance filing of options a registration statement on Form S-8 or other any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity awards to consultants incentive plans of the Company described in the ordinary course Time of business, Sale Disclosure Package and the Prospectus to the Company’s “employees” (ivas that term is used in Form S-8) securities (v) obtaining effectiveness of the resale registration statement on Form S-3 (File No. 333-212645) filed by the Company on July 22, 2016, including responding to any comments received from the Commission and the filing of a request for acceleration; or (vi) shares of Common Stock or other securities issued in connection with a joint venture or collaboration or other strategic or transaction that includes a commercial relationship existing prior to(including joint ventures, on marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (vi) shall not exceed 5% of the total number of outstanding shares of Common Stock immediately following the date hereof; provided, that in issuance and sale of the case of clauses (iii) Shares pursuant hereto and (ivy) any recipient such shares of Common Stock and securities issued pursuant to this clause (as applicablev) agrees during the Lock-Up Period shall be subject to be bound in writing by the restrictions set forth herein described above for the remainder of the Lock-Up Period and in the case of clause (iv), the aggregate amount of such issuances shall not exceed 5% of the total outstanding shares of Common Stock of the Company on the date hereofPeriod.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co.the Representative, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) 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 restrictions contained in this Section 4(b)(ix) shall not apply to (i) [Notwithstanding the issuance by 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, (x) issuances of shares of Common Stock pursuant to the note and warrant purchase agreement between the Company and Cheshire MD Holdings, LLC, dated March 6, 2020. In addition, the Company may also make (y) 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, and (z) issuances of shares of Common Stock upon the exercise of a 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 agrees not to accelerate the vesting of any option or warrant or the conversion lapse of a security outstanding on any repurchase right prior to the date hereof, (ii) 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 Disclosure Package, (iii) the issuance of options or other equity awards to consultants of the Company in the ordinary course of business, and (iv) securities of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereof; provided, that in the case of clauses (iii) and (iv) any recipient (as applicable) agrees to be bound in writing by the restrictions set forth herein for the remainder expiration of the Lock-Up Period and in the case of clause (iv), the aggregate amount of such issuances shall not exceed 5% of the total outstanding shares of Common Stock of the Company on the date hereofPeriod.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co.the Representatives, from the date of execution of this Agreement and continuing to and including the date 90 60 days after the date of the Prospectus (the “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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) 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 restrictions contained in this Section 4(b)(ix) shall not apply to Agreement and (i) the issuance by 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, (ii) issuances of shares of Common Stock upon the exercise of a stock option options or warrant or the conversion other awards outstanding as of a security outstanding on the date hereof, (ii) 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 Disclosure Package, (iii) the issuance of options or other equity awards to consultants of by the Company in the ordinary course of business, and (iv) securities any shares of the Company issued Common Stock in connection with a licensing agreement, joint venture venture, acquisition or business combination or other collaboration or strategic transaction (including the filing of a registration statement on Form S-4 or other strategic or commercial relationship existing prior to, on or following the date hereof; provided, appropriate form with respect thereto) provided that in the case recipients of clauses (iii) and (iv) any recipient (as applicable) agrees such shares of Common Stock agree to be bound in writing by the restrictions set forth herein for the remainder terms of the Locklock-Up Period up agreement described in Section 4(a)(x) hereof and in the case sum of clause (iv), the aggregate amount number of such issuances shares of Common Stock so issued shall not exceed 5% of the total outstanding shares of Common Stock immediately following the consummation of the offering, or (iv) issuances of any shares of Common Stock related to the filing by the Company of any registration statement on the date hereofForm S-8 or a successor form thereto relating to shares of Common Stock granted under any equity compensation plan or employee stock purchase plan.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co.Xxxxxxx, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) 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. The restrictions contained in this Section 4(b)(ix, (ii) shall not apply issuances of such securities pursuant to (i) the issuance by the Company conversion or exchange of shares of Common Stock upon convertible or exchangeable securities or the exercise of a stock option warrants or warrant or the conversion of a security options, in each case outstanding on the date hereof, (iiiii) grants of options or the issuance of shares of Common Stock by the Company such securities pursuant to equity incentive plans the terms of a plan in effect on the date hereof and described in the Time of Sale Disclosure PackageProspectus, (iv) issuances of securities pursuant to the exercise of options awarded to the grantee pursuant to clause (iii), and (v) the issuance of options such securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, businesses, property or other equity awards assets of another person or entity or pursuant to consultants of any employee benefit plan assumed by the Company in the ordinary course of business, and (iv) securities of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereofany such acquisition; provided, however, that in the case of clauses this clause (iiiv), (A) such securities shall not in the aggregate exceed ten percent (10%) of the Company’s outstanding ordinary shares on a fully-diluted basis after giving effect to the sale of the Securities contemplated by this Agreement, (B) this clause (v) can be relied on for only one transaction or series of related transactions and (ivC) any the recipient (as applicable) agrees shall have executed a “lock-up” agreement in the form of Exhibit A hereto agreeing not to be bound in writing by the restrictions set forth herein for the remainder dispose of such securities during the Lock-Up Period and in the case of clause (iv), the aggregate amount of such issuances shall not exceed 5% of the total outstanding shares of Common Stock of the Company on the date hereofPeriod.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co., 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”), (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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) 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 restrictions contained in this Section 4(b)(ix4(a)(ix) shall not apply to (i) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, (ii) 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 Disclosure Package, (iii) the issuance of options or other equity awards to consultants of the Company in the ordinary course of business, and (iv) securities of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereof; provided, that in the case of clauses (iii) and (iv) any recipient (as applicable) agrees to be bound in writing by the restrictions set forth herein for the remainder of the Lock-Up Period and in the case of clause (iv), the aggregate amount of such issuances shall not exceed 5% of the total outstanding shares of Common Stock of the Company on the date hereof.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co., 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”), (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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except (1) to the Underwriters pursuant to this Agreement. The restrictions contained in this Section 4(b)(ix) shall not apply to , (i2) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant any warrants disclosed in the Registration Statement, the Time of Sale Disclosure Package or the conversion Prospectus; (3) the issuance by the Company of a security outstanding shares of Common Stock or securities exercisable for or convertible into shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereofhereof and described in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus; (ii4) grants the filing of options 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 or (5) the entry into any agreement providing for the issuance of shares of Common Stock by the Company pursuant to equity incentive plans described or any security convertible into or exercisable for shares of Common Stock in the Time of Sale Disclosure Packageconnection with joint ventures, (iii) commercial relationships or other strategic transactions, and the issuance of options or other equity awards any such securities pursuant to consultants of the Company any such agreement; provided that any issuances pursuant this clause (5) shall not exceed, in the ordinary course aggregate, five percent of business, total issued and (iv) securities outstanding shares of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, Common Stock on or following the date hereof; providedof this Agreement, that in including the case of clauses Shares (iiibut excluding the Warrant Shares) and (iv) any recipient (as applicable) agrees to be bound in writing by issued pursuant to this Agreement. The Company agrees not to accelerate the restrictions set forth herein for vesting of any option or warrant or the remainder lapse of any repurchase right prior to the expiration of the Lock-Up Period and in the case of clause (iv), the aggregate amount of such issuances shall not exceed 5% of the total outstanding shares of Common Stock of the Company on the date hereofPeriod.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co.the Representatives, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) 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. The restrictions contained in this Section 4(b)(ix, (ii) shall not apply issuances of such securities pursuant to (i) the issuance by the Company conversion or exchange of shares of Common Stock upon convertible or exchangeable securities or the exercise of a stock option warrants or warrant or the conversion of a security options, in each case outstanding on the date hereof, (iiiii) grants of options or the issuance of shares of Common Stock by the Company such securities pursuant to equity incentive plans the terms of an employee benefit plan in effect on the date hereof and described in the Time of Sale Disclosure PackageRegistration Statement and the Prospectus, (iv) issuances of securities pursuant to the exercise of options awarded to the grantee pursuant to clause (iii), and (v) the issuance of options such securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, businesses, property or other equity awards assets of another person or entity or pursuant to consultants of any employee benefit plan assumed by the Company in the ordinary course of business, and (iv) securities of the Company issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereofany such acquisition; provided, however, that in the case of clauses this clause (iiiv), (A) such securities shall not in the aggregate exceed five percent (5%) of the Company’s outstanding ordinary shares on a fully-diluted basis after giving effect to the sale of the Securities contemplated by this Agreement, (B) this clause (v) can be relied on for only one transaction or series of related transactions and (ivC) any the recipient (as applicable) agrees shall have executed a “lock-up” agreement in the form of Exhibit A hereto agreeing not to be bound in writing by the restrictions set forth herein for the remainder dispose of such securities during the Lock-Up Period and in the case of clause (iv), the aggregate amount of such issuances shall not exceed 5% of the total outstanding shares of Common Stock of the Company on the date hereofPeriod.

Company Lock-Up. The Company will not, without the prior written consent of Xxxxx Xxxxxxx & Co.the Representative, from the date of execution of this Agreement and continuing to and including the date 90 180 days after the date of the Prospectus (the “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 or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) 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 restrictions contained in this Section 4(b)(ix) shall not apply to Agreement and (i) the issuance by 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, (ii) issuances of shares of Common Stock upon the exercise of a stock option options or warrant other awards or the conversion of a security the Company’s preferred stock outstanding on as of the date hereof, hereof or (iiiii) grants of options or the issuance by the Company of any shares of Common Stock in connection with a licensing agreement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) provided that recipients of such shares of Common Stock agree to be bound by the terms of the lock-up letter described in Section 4(j) hereof and the sum of the aggregate number of shares of Common Stock by the Company pursuant to equity incentive plans described in the Time of Sale Disclosure Package, (iii) the issuance of options or other equity awards to consultants of the Company in the ordinary course of business, and (iv) securities of the Company so issued in connection with a joint venture or collaboration or other strategic or commercial relationship existing prior to, on or following the date hereof; provided, that in the case of clauses (iii) and (iv) any recipient (as applicable) agrees to be bound in writing by the restrictions set forth herein for the remainder of the Lock-Up Period and in the case of clause (iv), the aggregate amount of such issuances shall not exceed 5% of the total outstanding shares of Common Stock immediately following the consummation of the offering; (iv) issuances of any shares of Common Stock related to the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to shares of Common Stock granted under any equity compensation plan or employee stock purchase plan; or (v) shares of Common Stock issued in connection with the date hereofCompany’s reincorporation into the state of Delaware.