Page 15 of 16 – SEC Filing
required or shall be made voluntarily in connection with such transfer or distribution and (iii) any such transfer or distribution shall not involve a disposition for value. For purposes of
this paragraph, immediate family shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned.
The foregoing restrictions shall not apply to (i) the exercise of stock options to acquire Ordinary Shares on a cashless or
net exercise basis granted pursuant to the Companys equity incentive plans as in effect as of the date of this Lock-Up Agreement, (ii) to the transfer of
Lock-Up Securities to the Company for the surrender or forfeiture of Ordinary Shares to satisfy tax withholding obligations upon exercise or vesting of stock options or equity awards or (iii) the exercise
of the Warrants; provided, that they shall apply to any of the Lock-Up Securities underlying such options, awards or warrants, and all other Lock-Up Securities and other
securities subject to the terms of this Lock-Up Agreement continue to be subject to the terms of this Lock-Up Agreement; provided, further, that no filing under the
Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with any such exercise or transfer pursuant to clause (i) or (ii) above.
The foregoing restrictions shall not apply to the sale of Ordinary Shares purchased by the undersigned on the open market following the
Private Placement; provided, however, that no filing under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such transactions.
The foregoing restrictions shall not apply to making transfers by the undersigned or an affiliate of the undersigned of Ordinary Shares
pursuant to a Rule 10b5-1 trading plan in existence on the date hereof and that is not being terminated in connection with the closing of the Private Placement.
In addition, the undersigned agrees that, for the Lock-Up Period, the undersigned will not, without
the prior written consent of Waiver Parties, make any demand for, or exercise any right with respect to, the registration of Ordinary Shares or any other securities of the Company that are substantially similar to Ordinary Shares, or any securities
convertible into or exercisable or exchangeable for Ordinary Shares, or warrants or other rights to purchase Ordinary Shares or any such other securities; provided, that, the foregoing shall not apply to the Registrable Securities. In addition, the
undersigned hereby waives any and all preemptive rights, participation rights, resale rights, rights of first refusal and similar rights that the undersigned may have in connection with the Private Placement or with any issuance or sale by the
Company of any equity or other securities before the Private Placement.
The undersigned hereby confirms that the undersigned has not,
directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of Ordinary Shares.
If the Company notifies
you in writing that it does not intend to proceed with the Private Placement, this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder.
The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to
decline the transfer of or to note stop transfer restrictions on the share register and other records relating to Ordinary Shares or other securities subject to this Lock-Up Agreement of which the undersigned
is the record holder, and, with respect to Ordinary Shares or other securities subject to this Lock-Up Agreement of which the undersigned is the beneficial owner but not the record holder, the undersigned
hereby agrees to cause such record holder to authorize the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the share register and
other records relating to such shares or other securities.
