The Participant agrees, in connection with the initial underwritten public offering of the Common Stock pursuant to a registration statement under the Securities Act, # not to # 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 other securities of the Company or # enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address FINRA Rule 2241 or NYSE Rule 472(f)(4) or any similar successor provision), and # to execute any agreement reflecting [clause (i) above] as may be requested by the Company or the managing underwriters at the time of such offering. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restriction until the end of the “lock-up” period.

Initial Public Offering. The foregoing restrictions shall cease to be of any further force or effect upon the closing date of a MERGER of Securities.

Not a Public Offering. This award is not intended to be a public offering of securities in the Employee’s country of residence (and country of employment, if different). ​ has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the Award is not subject to the supervision of the local securities authorities.

This Policy will be effective as of the effective date of the registration statement in connection with the initial public offering of the Company’s securities (the “Registration Statement”).

Registration Statement means the registration statement filed by the Company with the SEC on Form S-11 (Reg. No. ​-​), as amended from time to time, in connection with the Initial Public Offering.

“Effective Date” means the commencement date of the Initial Public Offering.

Notwithstanding the foregoing, with respect to any Award granted on the Pricing Date, the Fair Market Value shall mean the initial public offering price of a Share as set forth in the Company’s final prospectus relating to its initial public offering filed with the Securities and Exchange Commission.

(c) “Initial Public Offering” shall mean the closing of the Company’s first firm commitment underwritten public offering of the Company’s common stock registered under the Securities Act of 1933, as amended.

there shall be an initial public offering of [[Organization A:Organization]]’s equity securities;

“Offering” means the initial public offering of Shares on a “best efforts” basis pursuant to the Prospectus, as amended and supplemented from time to time.