IPO lock-up calendar

Underwriting Agreement We, our officers and directors and holders of substantially all of our outstanding capital stock have agreed that, without the prior written consent of Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as the representatives of the underwriters, we and they will not, subject to exceptions (including, with respect to us, the issuance of the Liquidity Event Shares), during the period ending 180 days after the date of this prospectus (the "Underwriter Lock-Up Period") offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise transfer or dispose of any shares of our Class A common stock, or any options or warrants to purchase any shares of our Class A common stock, or any securities convertible into, or exchangeable for, or that represent the right to receive, shares of our Class A common stock (such shares of Class A common stock, options, rights, warrants or other securities, collectively, "Underwriter Lock-Up Securities") engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to, or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Underwriter Lock-Up Securities, whether any transaction described above is to be settled by delivery of our common stock or other securities, in cash or otherwise make any demand for or exercise any right with respect to the registration of any Underwriter Lock-Up Securities or otherwise publicly announce any intention to engage in or engage in or cause any action or activity described above or transaction or arrangement described above.

ect to a lock-up period of two years following the date of effectiveness of this registration statement, after which their Lock-Up Shares will become transferable in three equal installments on each of the second, third and fourth anniversary of date of effectiveness of this registration statement. 78,000 shares of Rollover Class A common stock and 32,500 shares of Class A common stock held by our non-employee directors are not subject to the same lock-up period and will become eligible for sale after the expiration of the Underwriter Lock-Up Period, unless the representatives of the underwriters provide their written consent for their earlier sale.

We have agreed that, for a period of one hundred and eighty (180) days following the date of this prospectus, without the prior written consent of the underwriter, and subject to certain exceptions, neither we nor any of our subsidiaries shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any common shares or common share equivalents or file any registration statement or amendment or supplement thereto, other than this prospectus.

We, all of our directors and executive officers and the holders of substantially all of our outstanding common stock have agreed that, subject to certain exceptions, we and they will not, during the period of 180 days following the date of this prospectus, without the prior written consent of Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc. and BMO Capital Markets Corp. on behalf of the underwriters, offer, sell, contract to sell, pledge, or otherwise dispose of, directly or indirectly, or hedge our common stock or securities convertible into or exchangeable or exercisable for our common stock.

We, our officers and directors, and holders of 1% or more of our issued and outstanding shares of capital stock or other securities convertible into or exchangeable for shares of our capital stock outstanding upon consummation of this offering, such as Common Units, that are convertible into or exchangeable for shares of our capital stock outstanding upon consummation of this offering have agreed or will agree that, without the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, we and they will not, subject to certain exceptions, during the period ending 180 days after the date of this prospectus offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of our Class A common stock, or any options or warrants to purchase any shares of our Class A common stock, or any securities convertible into, or exchangeable for, or that represent the right to receive, shares of our Class A common stock or engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to, or which reasonably could be expected to lead to, or result in, a sale, loan, pledge or other disposition of shares of our Class A common stock or any securities convertible into or exercisable or exchangeable for shares of our Class A common stock, whether any transaction described above is to be settled by delivery of our Class A common stock or such other securities, in cash or otherwise, Any shares purchased by our directors and officers pursuant to our directed share program shall also be subject to the lock-up agreements described above.

We, our directors and executive officers and substantially all of the holders of our equity securities have agreed or expect to agree, subject to certain exceptions, not to offer, sell or transfer any of our common shares or securities convertible into or exchangeable or exercisable for our common shares for 180 days after the date of this prospectus without first obtaining the written consent of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC may, in their sole discretion, and subject to FINRA Rule 5131, release any of the securities subject to the lock-up agreements with the underwriters at any time.

Subject to limitations, 660,000,000 shares (assuming no exercise of the underwriters' option to purchase additional common shares from our Principal Shareholder) will become eligible for sale upon expiration of the lock-up period, as calculated and subject to the other limitations described in more detail in the sections entitled "Common Shares Eligible for Future Sale" and "Underwriting." In addition, none of the shares issued or issuable upon exercise of options vested as of the expiration of the lock-up period will be eligible for sale at that time.

We have agreed, subject to enumerated exceptions, that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of any two representatives of the underwriters for a period of 180 days after the date of this prospectus.

We, all of our directors and executive officers, and the holders of substantially all of our capital stock and securities convertible into or exchangeable for our capital stock (including the shares of common stock to be issued in the concurrent private placement) have entered into lock-up agreements with the underwriters and/or are subject to market standoff agreements or other agreements with us, which prevents them from selling any of our common stock or any securities convertible into or exercisable or exchangeable for common stock (including non-voting common stock) for a period of not less than 180 days from the date of this prospectus without the prior written consent of Leerink Partners LLC and BofA Securities, Inc., subject to certain exceptions.

We, our directors and executive officers, and the holders of substantially all of our Class A and Class B common stock have agreed not to sell any shares of Class A common stock or securities convertible into or exercisable or exchangeable for Class A common stock for a period of 180 days from the date of this prospectus, subject to certain exceptions and extensions.

As a result of the lock-up agreements described below, 20,267,046 shares of Class A common stock (19,636,752 shares if the underwriters' option to purchase additional shares is exercised in full) will be eligible for sale upon the expiration of the lock-up agreements, beginning 180 days after the date of this prospectus when permitted under Rule 144 or Rule 701.

We and all of our directors, executive officers, the selling stockholders, and certain other record holders that together represent approximately 68% of our outstanding shares of common stock and securities directly or indirectly convertible into or exchangeable or exercisable for shares of our common stock prior to this offering are subject to lock-up agreements with the underwriters agreeing that, subject to certain exceptions fully described under the section titled "Underwriting," without the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, on behalf of the underwriters, we and they will not, in accordance with the terms of such agreements, during the period ending on 160 days after the date of this prospectus (such period, the "Lock-Up Period") (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of common stock, or any options or warrants to purchase any shares of common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of common stock (such shares of common stock, options, rights, warrants or other securities, collectively, "Lock-Up Securities"), including without limitation any such Lock-Up Securities now owned or hereafter acquired by the lock-up party, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the lock-up party or someone other than the lock-up party), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of common stock or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clause (i), (ii) or (iii) above.

We, all of our directors and executive officers, and the holders of substantially all of our capital stock and securities convertible into or exchangeable for our capital stock, representing 64,301,057 shares of our common stock, have entered into lock-up agreements with the underwriters and/or are subject to market standoff agreements or other agreements with us, which prevents them from selling any of our common stock or any securities convertible into or exercisable or exchangeable for common stock for a period of not less than 180 days from the date of this prospectus without the prior written consent of J.P. Morgan Securities LLC, Jefferies LLC, Leerink Partners LLC and TD Securities (USA) LLC, subject to certain exceptions.

We, our executive officers, directors and certain of our holders of our currently outstanding shares of common stock, holding, in the aggregate, 6,604,464 shares of our common stock as of June 1, 2026, after giving effect to the 2-for-1 forward stock split of our common stock (representing approximately 27% of our outstanding common stock as of such date), have entered into lock-up agreements under which we and they will generally agree not to sell or otherwise transfer our or their shares for a period of 180 days after the date of this prospectus.

We, our directors, executive officers and our existing shareholders have agreed, subject to certain exceptions, not to transfer or dispose of, directly or indirectly, any of our ordinary shares or ADSs, or any securities convertible into or exchangeable or exercisable for our ordinary shares or ADSs, for a period of 180 days after the date of this prospectus.

We, our officers, directors and holders of substantially all of our ordinary shares and securities convertible into, or exercisable for, ordinary shares, have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their ordinary shares or securities convertible into or exchangeable for ordinary shares during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Jefferies LLC and Morgan Stanley & Co. LLC. This consent may be given at any time.

We and all of our directors and executive officers and the holders of substantially all of our outstanding common stock, stock options and restricted stock units, including Fresnillo, have agreed that, subject to certain exceptions, we and they will not, for a period of 180 days following the date of this prospectus (the "Lock-up Period"), without the prior written consent of Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc. and BMO Capital Markets Corp. on behalf of the underwriters: 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 shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock; file any registration statement with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock (other than the filing by the Company of a registration statement under the Investor Rights Agreement with Fresnillo as described under "Concurrent Placement - Investor Rights Agreement"); or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise.

We, our directors and officers, and substantially all of our stockholders, have agreed with the underwriters that, for a period of 180 days following the date of this prospectus, subject to certain exceptions, we and they will not, directly or indirectly, 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 any of our shares of Class A common stock, or any options or warrants to purchase any shares of our common stock, or any securities convertible into, or exchangeable for or that represent the right to receive shares of our common stock.

We have agreed with the underwriters that, for a period of 180 days after the date of this prospectus (the "Company Lock-Up Period"), we will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the SEC a registration statement under the Securities Act relating to, any ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the ordinary shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of ordinary shares or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to undertake any of the foregoing, without the prior written consent of Goldman Sachs International, J.P. Morgan Securities LLC, and Allen & Company LLC, other than the ordinary shares to be sold in this offering.

In connection with this offering, we, our directors, executive officers and our other existing security holders have entered into lock-up agreements or are subject to market standoff provisions in agreements with us that, for a period of 180 days after the date of this prospectus, and subject to certain exceptions, prohibit us and them from offering for sale, selling, contracting to sell, granting any option for the sale of, transferring or otherwise disposing of any shares of our Class A common stock or any securities convertible into or exercisable for shares of our Class A common stock (including our Class B common stock), without the prior written consent of the representatives.

We, Brookfield and all of our directors and executive officers, who collectively hold substantially all of our issued and outstanding common stock, have agreed not to sell any common stock or securities convertible into or exercisable or exchangeable for shares of common stock for a period of 180 days from the date of this prospectus, subject to certain exceptions.

All of our directors and officers and substantially all of our security holders are, or will be, subject to lock-up agreements or market standoff provisions that prohibit them from offering for sale, selling, contracting to sell, granting any option for the sale of, transferring or otherwise disposing of any shares of our common stock or options to acquire shares of our common stock or any security or instrument related to our common stock, or entering into any swap, hedge or other arrangement that transfers any of the economic consequences of ownership of our common stock, for a period of 180 days following the date of this prospectus without the prior written consent of Leerink Partners LLC and Goldman Sachs & Co. LLC, subject to certain exceptions.

We, our officers, directors, our Principal Stockholders and our pre-IPO owners representing substantially all of the Common Units prior to this offering have agreed, subject to certain exceptions, that we and they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our Class A common stock or securities convertible into or exchangeable or exercisable for any shares of our Class A common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our Class A common stock, whether any of these transactions are to be settled by delivery of our Class A common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge, or disposition, or to enter into any transaction, swap, hedge, or other arrangement, without, in each case, the prior written consent of any two representatives of the underwriters for a period of 180 days after the date of this prospectus.

In connection with this offering, we, our executive officers, our directors, and holders of substantially all of our common stock and securities convertible into or exercisable or exchangeable for our common stock, including the selling stockholders and the stockholders participating in the Synthetic Secondary, have agreed with the underwriters, subject to certain exceptions, not to 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 hedge any shares of our common stock or securities convertible into or exchangeable for shares of our common stock, or publicly disclose the intention to take any such action, without, in each case, the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC on behalf of the underwriters, for a period of 180 days after the date of this prospectus.

We, our officers, directors and substantially all of our securityholders have agreed with the underwriters that for a period of 180 days after the date of this prospectus, among other things and subject to certain exceptions, we or they will not 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 any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, request or demand that we file a registration statement related to our common stock or enter into any swap or other agreement that transfers to another, in whole or in part, directly or indirectly, the economic consequence of ownership of the common stock, or publicly declare an intention to do any of the foregoing.

We, our officers, directors and all of our stockholders have agreed with the underwriters that for a period of 180 days, after the date of this prospectus, among other things and subject to certain exceptions, we or they will not 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 sell, or otherwise dispose of or transfer any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, request or demand that we file a registration statement related to our common stock or enter into any swap or other agreement that transfers to another, in whole or in part, directly or indirectly, the economic consequence of ownership of the common stock, or publicly declare an intention to do any of the foregoing.

After the lock-up agreements expire, based on 26,029,017 shares outstanding as of March 31, 2026, approximately up to an additional 26,749,461 shares of common stock will be eligible for sale in the public market, approximately 15,044,561 of which shares are held by our officers, directors and their affiliated entities, and will be subject to volume limitations under Rule 144 under the Securities Act.

We, all of our directors and executive officers, and the holders of substantially all of our capital stock and securities convertible into or exchangeable for our capital stock plan to enter into lock-up agreements with the underwriters and or are subject to market standoff agreements or other agreements with us, which prevents them from selling any of our common stock or any securities convertible into or exercisable or exchangeable for common stock for a period of not less than 180 days from the date of this prospectus without the prior written consent of Goldman Sachs & Co. LLC, Jefferies LLC, and TD Securities (USA) LLC, subject to certain exceptions.

We, our directors, executive officers and the holders of substantially all of our equity securities, have agreed with the underwriters that for a period of 180 days after the date of this prospectus, subject to specified exceptions as detailed further in the section titled "Underwriting," we or they will not, except with the prior written consent of J.P. Morgan Securities LLC, Leerink Partners LLC and Guggenheim Securities, LLC, 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 sell or otherwise dispose of or transfer any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, request or demand that we file a registration statement related to our common stock, or enter into any swap or other agreement that transfers to another, in whole or in part, directly or indirectly, the economic consequence of ownership of the common stock.

We, our directors, executive officers and the holders of substantially all of our equity securities, have agreed with the underwriters that for a period of 180 days after the date of this prospectus, subject to specified exceptions as detailed further in the section titled "Underwriting," we or they will not, except with the prior written consent of Goldman Sachs & Co. LLC,

Our officers, directors and principal shareholders (5% or more shareholders) have agreed to a 180-day "lock-up" period from the date of this prospectus with respect to the Ordinary Shares that they beneficially own, including the issuance of shares upon the exercise of convertible securities and options that are currently outstanding or which may be issued.

We, our directors, executive officers and all of our existing shareholders have agreed with the underwriters, subject to some exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ordinary shares, including ordinary shares represented by ADSs, or any securities convertible into or exchangeable or exercisable for our ordinary shares, for a period of 180 days after the date of this prospectus.

We have agreed that, subject to certain exceptions, we will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Securities and Exchange Commission a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exercisable or exchangeable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, loan, disposition or filing, or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of Jones for a period of 180 days after the date of this prospectus, other than the shares of our common stock to be sold in this offering.

Early-release clause: The representatives of the underwriters may, in their sole discretion, permit early release of shares subject to the lock-up agreements.

We, our directors and executive officers and substantially all of our shareholders have signed lock-up agreements under which they have agreed not to offer, sell, contract to sell, pledge or otherwise dispose of, or to enter into any hedging transactions with respect to, any shares of our Class A common stock or any securities convertible into or exercisable or exchangeable for shares of our Class A common stock for a period of 180 days commencing on the date of this prospectus, subject to certain exceptions.

We, our directors, executive officers, and the holders of substantially all of our equity securities, have agreed with the underwriters that for a period of 180 days after the date of this prospectus, subject to specified exceptions as detailed further in the section titled "Underwriting," we will not, except with the prior written consent of Jefferies LLC, TD Securities (USA) LLC and Evercore Group L.L.C., and they will not, except with the prior written consent of Jefferies LLC and TD Securities (USA) LLC, 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 sell or otherwise dispose of, or transfer any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, request or demand that we file a registration statement related to our common stock, or enter into any swap or other agreement that transfers to another, in whole or in part, directly or indirectly, the economic consequence of ownership of the common stock.

We and our officers, directors, and holders of substantially all of our common stock have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of our common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. This agreement does not apply to any existing employee benefit plans.

We, each of our officers and directors, the selling stockholders and other stockholders and optionholders owning substantially all of our Class A common stock and options or other securities to acquire Class A common stock have agreed that, without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC on behalf of the underwriters, we and they will not, subject to limited exceptions, directly or indirectly sell or dispose of any of the shares of Class A common stock or securities convertible into or exchangeable for, or that represent the right to receive, shares of common stock, including LLC Units, during the period from the date of the first public filing of the registration statement on Form S-1 filed in connection with this offering continuing through the date that is 180 days after the date of this prospectus.

In connection with this offering, we, along with our directors, officers and holders of substantially all of our outstanding shares of common stock or securities convertible into or exchangeable for shares of our common stock, have entered or will enter into lock-up agreements with the underwriters that impose restrictions on the ability of such security holders, subject to certain exceptions, to directly or indirectly, 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 for the sale of, or otherwise dispose of or transfer any shares of our common stock or any securities convertible into or exchangeable or exercisable for our common stock, during the period from the date of the lock-up agreement for 180 days following the date of this prospectus, except with the prior written consent of Leerink Partners LLC and Guggenheim Securities, LLC, and certain other exceptions.

We and each of our directors and executive officers and holders of substantially all of our outstanding capital stock, have agreed with the underwriters that, among other things and subject to certain exceptions, not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for or repayable with common stock, for 180 days after the date of this prospectus without first obtaining the written consent of J.P. Morgan Securities LLC and Evercore Group L.L.C. In addition to the restrictions contained in the lock-up agreements described above, we have entered into agreements with certain security holders, including the Investor Rights Agreement and our standard form of option agreement, that contain market stand-off provisions or incorporate market stand-off provisions from our equity incentive plan imposing restrictions on the ability of such security holders to offer, sell, or transfer our equity securities for such period of time as may be requested by us or the underwriters (not to exceed 180 days) following the date of this prospectus.

We, our directors and officers and substantially all of the holders of our securities have agreed, among other things and subject to certain exceptions, not to offer, sell, or transfer any shares of our common stock or securities convertible into or exchangeable or exercisable for our common stock for 180 days after the date of this prospectus without first obtaining the written consent of J.P. Morgan Securities LLC, Jefferies LLC, BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters of this offering.

We, all of our directors and officers, and the holders of substantially all of our capital stock and securities convertible into or exchangeable for our capital stock have entered into lock-up agreements with the underwriters and/or are subject to market standoff agreements or other agreements with us, which prevents them from selling any of our common stock or any securities convertible into or exercisable or exchangeable for common stock for a period of not less than 180 days from the date of this prospectus without the prior written consent of Goldman Sachs & Co. LLC and Jefferies LLC, subject to certain exceptions.

We, our officers, directors and holders of substantially all of our securities, have agreed with the underwriters that for a period of 180 days, after the date of this prospectus, among other things and subject to certain exceptions, we or they will not 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 sell, or otherwise dispose of or transfer any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, request or demand that we file a registration statement related to our common stock or enter into any swap or other agreement that transfers to another, in whole or in part, directly or indirectly, the economic consequence of ownership of the common stock, or publicly declare an intention to do any of the foregoing.

After the lock-up agreements expire, based on 37,394,559 shares outstanding as of June 30, 2026, up to approximately an additional 37,394,559 shares of common stock will be eligible for sale in the public market approximately 798,911 of which are held by our officers, directors and their affiliated entities, and will be subject to volume limitations under Rule 144 under the Securities Act.

We, our directors and officers, and substantially all of the holders of our equity securities have agreed, subject to certain exceptions, not to offer, sell, or transfer any shares of our common stock or securities convertible into or exchangeable or exercisable for our common stock for 180 days after the date of this prospectus without first obtaining the written consent of BofA Securities, Inc. and Evercore Group L.L.C., as representatives of the several underwriters of this offering.

After the lock-up and market standoff agreements expire, an additional 39,750,360 shares of our common stock will be eligible for sale in the public market, of which 32,568,026 shares are held by directors, executive officers, and other affiliates and will be subject to volume limitations under Rule 144 under the Securities Act.

We, our officers, directors, and substantially all of our securityholders, have agreed with the underwriters that for a period of 180 days, after the date of this prospectus, among other things and subject to certain exceptions, we or they will not 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 for the sale of, or otherwise dispose of or transfer any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, request or demand that we file a registration statement related to our common stock, or exercise any right with respect to the registration of any of such securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act, or enter into any swap or any other agreement or any transaction that transfers to another, in whole or in part, directly or indirectly, the economic consequence of ownership of the common stock, without the prior written consent of Leerink Partners LLC, Piper Sandler & Co., Stifel, Nicolaus & Company, Incorporated and UBS Securities LLC. Upon the expiration of the lock-up period, substantially all of the shares subject to such lock-up restrictions will become eligible for sale, subject to the limitations discussed above.

After the lock-up agreements expire, up to an additional 19,703,600 shares of common stock will be eligible for sale in the public market, of which 12,762,164 shares will be held by directors, executive officers and other affiliates and will be subject to volume limitations under Rule 144 under the Securities Act, in each case based on shares of our common stock outstanding as of June 30, 2026 and without giving effect to any potential purchases by such persons in this

Eastern Time on the second trading day following our release of earnings for the quarter ending September 30, 2026 or (ii) 180 days after the date of this prospectus (the "Lock-up Period").

Subject to certain exceptions and under certain conditions, we, our Existing Owners, certain of their affiliates, the TCW Entities and all of our executive officers and directors have agreed or will agree with the underwriters not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or transfer, without the prior written consent of Goldman Sachs & Co. LLC, Barclays Capital Inc. and J.P. Morgan Securities LLC, any Class A shares or securities convertible into or redeemable, exercisable or exchangeable for Class A shares, including OpCo Units and Class B shares, for a period of 180 days after the date of this prospectus.

We, our officers and our directors will agree that, without the prior written consent of J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the underwriters, we and they will not, subject to certain exceptions, during the period ending 180 days after the date of this prospectus offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly or publicly disclose the intention to make any offer, sale, pledge or disposition of any shares of our Class A common stock, or any options or warrants to purchase any shares of our Class A common stock, or any securities convertible into, or exchangeable for, or that represent the right to receive, shares of our Class A common stock or enter into any swap or other arrangement that transfers to another, all or a portion of the economic consequences of ownership of our Class A common stock or any securities convertible into or exercisable or exchangeable for shares of our Class A common stock, whether any transaction described above is to be settled by delivery of our Class A common stock or such other securities, in cash or otherwise.

In connection with this offering, we, our directors and executive officers, and substantially all of our existing stockholders will agree, subject to certain exceptions, not to sell, dispose of, or hedge any shares of our common stock or securities convertible into or exchangeable for shares of our common stock, without, in each case, the prior written consent of J.P. Morgan Securities LLC, for a period of 180 days after the date of this prospectus.

Our officers, directors, and the holders of substantially all of our capital stock, options, and warrants have entered into market stand-off agreements with us and have entered into or will enter into lock-up agreements with the underwriters, whereby they have agreed, for a period of 180 days after the date of this prospectus, subject to certain exceptions, not to 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 dispose of or transfer any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock exercise any right with respect to the registration of any of these securities file, cause to be filed or cause to be confidentially submitted a registration statement related to these securities or enter into any hedging, swap, loan or any other agreement or any transaction that transfers to another, in whole or in part, directly or indirectly, the economic consequence of ownership of the common stock.

and the provisions of Rules 144 or 701 and assuming no exercise of the underwriters' option to purchase additional shares, the shares of our common stock that will be deemed "restricted securities" will be available for sale in the public market following the completion of this offering as follows 10,000,000 shares will be eligible for sale on the date of this prospectus and additional 23,085,391 shares will be eligible for sale upon expiration of the lock-up agreements and market stand-off provisions described below, beginning 181 days after the date of this prospectus.

We, all of our directors and executive officers, and the holders of substantially all of our capital stock and securities convertible into or exchangeable for our capital stock have entered into lock-up agreements with the underwriters and/or are subject to market standoff agreements or other agreements with us, which prevents them from transferring any of our common stock or any securities convertible into or exercisable or exchangeable for common stock (including certain shares of common stock to be issued in the concurrent private placement) for a period of not less than 180 days from the date of this prospectus without the prior written consent of J.P. Morgan Securities LLC, TD Securities (USA) LLC and Cantor Fitzgerald & Co., subject to certain exceptions.

After the lock-up and market standoff agreements expire, an additional 27,098,614 shares of our common stock will be eligible for sale in the public market, of which 999,814 shares are held by directors, executive officers and other affiliates and will be subject to volume limitations under Rule 144 under the Securities Act.

We, each of our officers and directors and other shareholders owning all of our Class A common stock and options or other securities to acquire Class A common stock have agreed that, without the prior written consent of Goldman Sachs & Co. LLC and Jefferies LLC on behalf of the underwriters, we and they will not, subject to limited exceptions, directly or indirectly sell or dispose of any of the shares of Class A common stock or securities convertible into or exchangeable for, or that represent the right to receive, shares of common stock, including LP Units, through the date that is 180 days after the date of this prospectus.

We, all of our directors and executive officers, and the holders of substantially all of our capital stock and securities convertible into or exchangeable for our capital stock have entered into lock-up agreements with the underwriters and/or are subject to market standoff agreements or other agreements with us, which prevents them from selling any of our common stock or any securities convertible into or exercisable or exchangeable for common stock for a period of not less than 180 days from the date of this prospectus without the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC and the Company, subject to certain exceptions.

We, each of our executive officers and directors and the holders of substantially all of our outstanding equity securities and securities convertible into or exchangeable for our common stock have agreed that, without the prior written consent of Goldman Sachs & Co. LLC, Jefferies LLC, and Evercore Group L.L.C., we and they will not, subject to limited exceptions, during the period ending 180 days after the date of this prospectus: offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any ordinary shares or preference shares of Hemab ApS, any shares of our common stock, or any options or warrants to purchase any shares of our common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of our common stock; enter into any hedging, swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock; make any demand for or exercise any right with respect to the registration of any such equity securities; or make any public announcement of an intention to do any of the foregoing.

We, all of our directors and executive officers, and the holders of substantially all of our capital stock and securities convertible into or exchangeable for our capital stock have entered into lock-up agreements with the underwriters and/or are subject to market standoff agreements or other agreements with us, which prevent them from selling any of our common stock or any securities convertible into or exercisable or exchangeable for common stock for a period of not less than 180 days from the date of this prospectus without the prior written consent of Morgan Stanley & Co. LLC, Jefferies LLC, and Evercore Group L.L.C., subject to certain exceptions.

We, PS Partner Group, and our officers and directors will sign lock-up agreements with the underwriters that will, subject to certain customary exceptions, restrict the sale of the shares of our common stock held by them for a period ending 180 days after the date of this prospectus.

We, all of our officers and directors, all of our greater than 5% holders and substantially all of the other holders of shares of our Class A common stock or other securities convertible into or exchangeable for shares of our Class A common stock upon consummation of this offering have agreed or will agree that, without the prior written consent of J.P. Morgan Securities LLC, we and they will not, subject to certain exceptions, during the period ending 180 days after the date of this prospectus: (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of our Class A common stock, or any options or warrants to purchase any shares of our Class A common stock, or any securities convertible into, or exchangeable for, or that represent the right to receive, shares of our Class A common stock; or (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to, or which reasonably could be expected to lead to, or result in, a sale, loan, pledge or other disposition of shares of our Class A common stock or any securities convertible into or exercisable or exchangeable for shares of our Class A common stock, whether any transaction described above is to be settled by delivery of our Class A common stock or such other securities, in cash or otherwise.

We, our officers and directors and substantially all of our stockholders have agreed that, without the prior written consent of Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC on behalf of the underwriters, we and they will not, subject to certain exceptions, during the period ending 180 days after the date of this prospectus: 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 shares of our common stock, or any other securities convertible into or exercisable or exchangeable for our common stock; or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our commons stock.

We, each of our officers and directors and other stockholders and optionholders owning substantially all of our Class A common stock and options or other securities to acquire Class A common stock have agreed that, without the prior written consent of the Representatives on behalf of the underwriters, we and they will not, subject to limited exceptions, directly or indirectly sell or dispose of any of the shares of Class A common stock or securities convertible into or exchangeable for, or that represent the right to receive, shares of common stock, including LLC Units, during the period from the date of the first public filing of the registration statement on Form S-1 filed in connection with this offering continuing through the date that is 180 days after the date of this prospectus.

We and each of our directors and executive officers and holders of substantially all of our outstanding capital stock, have agreed that, without the prior written consent of two of the representatives of the underwriters, one of whom must be J.P. Morgan Securities LLC and the other of whom shall be selected by us in our sole discretion, we and they will not, subject to certain exceptions, during the period ending 180 days after the date of this prospectus, 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 shares of our common stock or any securities convertible into or exercisable or exchangeable for common stock; or enter into any hedging, swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock, whether any transaction described above is to be settled by delivery of our common stock or such other securities, in cash or otherwise.

We, our directors, executive officers and the holders of substantially all of our equity securities, have agreed with the underwriters that for a period of 180 days after the date of this prospectus, subject to specified exceptions as detailed further in the section titled "Underwriting," we or they will not, except with the prior written consent of J.P. Morgan Securities LLC and BofA Securities, Inc., 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 sale of or otherwise dispose of or transfer any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, request or demand that we file a registration statement related to our common stock, or enter into any swap or other agreement that transfers to another, in whole or in part, directly or indirectly, the economic consequence of ownership of the common stock.

Our directors and executive officers and substantially all of the holders of our capital stock (such persons, the "lock-up parties") have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each lock-up party, with limited exceptions, for a period of 180 days after the date of this prospectus (such period, the "restricted period"), may not, without the prior written consent of two of Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Jefferies LLC, (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 shares of Class A common stock or any securities convertible into or exercisable or exchangeable for shares of Class A common stock (including, without limitation, Class A common stock or such other securities which may be deemed to be beneficially owned by such lock-up parties in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant (collectively with the Class A common stock, the "lock-up securities")), (ii) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the lock-up securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of lock-up securities, in cash or otherwise, (iii) make any demand for, or exercise any right with respect to, the registration of any lock-up securities, or (iv) publicly disclose the intention to do any of the foregoing.

We and certain of our affiliates may agree with the underwriters, subject to certain exceptions, not to sell, transfer or otherwise dispose of any ADSs, common shares or similar securities for a period of 90 days after the date of this prospectus.

We, all of our directors, director nominees and executive officers and the Principal Stockholders have agreed not to sell any Class A common stock or Class B common stock for a period of 180 days from the date of this prospectus, subject to certain exceptions and extensions.

the Directed Share Program and the shares owned by Baker Hughes and Akastor) that will be available for sale in the public market are as follows: zero shares of Class A common stock will be eligible for sale on the date of this prospectus or prior to 180 days after the date of this prospectus; and 902,504 shares of Class A common stock will be eligible for sale upon the expiration of the lock-up agreements, beginning 180 days after the date of this prospectus, or otherwise when permitted under Rule 144 or Rule 701.

We and each of our directors and executive officers and holders of substantially all of our outstanding capital stock, have agreed that, without the prior written consent of Lucid Capital Markets, we and they will not, subject to certain exceptions, including transactions relating to securities acquired in this offering or in open market transactions after the completion of this offering, transfers pursuant to bona fide gift(s), by will, other testamentary document or intestate succession, by operation of law, the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, transfers of shares of common stock to any trust for the direct or indirect benefit of the transferor or their immediate family; if the stockholder is a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate; and transfers to the Company in connection with the "net" or "cashless" exercise of options or other rights to purchase shares of common stock granted pursuant to an equity incentive plan, stock purchase plan or other arrangement described in this prospectus in satisfaction of any tax withholding obligations through cashless surrender or otherwise, provided, that any shares of common stock issued upon exercise of such option or other rights shall remain subject to the terms of the lock-up agreement, during the period ending 180 days after the date of this prospectus, 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 shares of our common stock or any securities convertible into or exercisable or exchangeable for common stock; or enter into any hedging, swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock, whether any transaction described above is to be settled by delivery of our common stock or such other securities, in cash or otherwise.

After the lock-up agreements expire, up to an additional 9,348,579 shares of common stock will be eligible for sale in the public market, of which 5,285,783 shares will be held by directors, executive officers and other affiliates and will be subject to volume limitations under Rule 144 under the Securities Act of 1933, as amended (the Securities Act), in each case based on shares of common stock outstanding as of December 31, 2025 and without giving effect to any pote

Subject to the lock-up agreements described below and the provisions of Rules 144 and 701, additional shares will be available for sale as set forth below. 7,767,742 On the date of this prospectus. 0 After 90 days from the date of this prospectus.

In connection with this offering, we, our executive officers, our directors, and Medtronic have agreed with the underwriters that, except with the prior written consent of each of Goldman Sachs & Co. LLC and BofA Securities, Inc., we and they will not, subject to certain exceptions, during the period beginning on the date of this prospectus and continuing through the date that is 180 days after the date of this prospectus, offer, sell, contract to sell, pledge, or otherwise dispose of or hedge, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock.

We, all of our directors and executive officers, and the holders of substantially all of our capital stock and securities convertible into or exchangeable for our capital stock have entered into lock-up agreements with the underwriters and/or are subject to market standoff agreements or other agreements with us, which prevents them from selling any of our common stock or any securities convertible into or exercisable or exchangeable for common stock, including shares purchased by directors, officers or employees or current holders of our capital stock pursuant to our directed share program, for a period of not less than 180 days from the date of this prospectus without the prior written consent of Goldman Sachs & Co. LLC and Morgan Stanley & Co, LLC, subject to certain exceptions.

All of our directors, executive officers, and ACS, the holder of all of our outstanding equity, will enter into a lock-up agreement under which it will agree not to sell or otherwise transfer shares of our common stock or securities convertible into or exchangeable for shares of our stock as applicable, for a period of 180 days after the date of this prospectus.

Extension clause: These lock-up restrictions may be extended in specified circumstances and are subject to certain exceptions.

We, our officers, directors, Sponsor and our other Continuing Equity Owners representing substantially all of the LLC Interests prior to this offering have agreed, subject to certain exceptions, that we and they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our Class A common stock or securities convertible into or exchangeable or exercisable for any shares of our Class A common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our Class A common stock, whether any of these transactions are to be settled by delivery of our Class A common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Jefferies LLC and J.P. Morgan Securities LLC for a period of 180 days after the date of this prospectus.

We have agreed with the underwriters, subject to certain exceptions, not to offer, sell, or dispose of any shares of our share capital or securities convertible into or exchangeable or exercisable for any shares of our share capital during the 180-day period following the date of this prospectus.

In connection with this offering, we, the selling stockholders, and our officers, directors, and holders of substantially all of our common stock and securities convertible into or exercisable for our common stock have agreed, or will agree, with the underwriters that, until 180 days after the date of this prospectus, we and they will not, without the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC on behalf of the underwriters, offer, sell or transfer any of our shares of common stock or securities convertible into or exchangeable for our common stock.

We, our directors, our executive officers and the holders of substantially all of our common stock or securities convertible into, exercisable for or exchangeable for our common stock have entered into lock-up agreements imposing restrictions on our ability and the ability of such security holders to offer, sell, or transfer such securities for a period of 180 days following the date of this prospectus.

All of our directors and members of our executive committee and the holders of substantially all of our share capital have agreed, subject to limited exceptions, not to 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 ADSs or any securities convertible into or exercisable or exchangeable for ADSs, enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the ADSs or such other securities, or publicly disclose an intention to do any of the foregoing, for a period of 180 days after the date of this prospectus, without the prior written consent of representatives of the underwriters.

We, all of our directors and executive officers, and the holders of substantially all of our capital stock and securities convertible into or exchangeable for our capital stock have entered into lock-up agreements with the underwriters, which prevents them from transferring any of our common stock or any securities convertible into or exercisable or exchangeable for common stock for a period of not less than 180 days from the date of this prospectus without the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, subject to certain exceptions.

After the lock-up agreements expire, an additional 32,924,231 shares of our common stock will be eligible for sale in the public market, of which 10,884,821 shares are held by directors, executive officers, and other affiliates and will be subject to volume limitations under Rule 144 under the Securities Act.

We and each of our directors and executive officers and holders of substantially all of our outstanding capital stock, who will collectively own approximately 19,878,828 shares of our common stock upon the consummation of this offering (based on our shares outstanding as of September 30, 2025 after giving effect to (i) the automatic conversion of all outstanding shares of our convertible preferred stock as of September 30, 2025 into an aggregate of 7,461,130 shares of our common stock and (ii) the automatic conversion of all outstanding shares of Series C Preferred Stock issued after September 30, 2025 into an aggregate of 11,789,280 shares of our common stock), have agreed, among other things and subject to certain exceptions, not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for 180 days after the date of this prospectus without first obtaining the written consent of the representatives of the underwriters.

In connection with this offering, we and our officers, directors, and holders of substantially all of our common stock and securities convertible into or exercisable for our common stock, including AE Industrial Partners, have agreed, subject to certain exceptions, not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of at least two of the representatives (which must include Goldman Sachs & Co. LLC) on behalf of the underwriters.

We and all of our directors, executive officers, selling stockholders and the holders of substantially all of our common stock and securities exercisable for or convertible into our common stock outstanding immediately prior to the completion of this offering, have agreed with the underwriters that, until 180 days after the date of this prospectus, subject to certain exceptions, we and they will not, without the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, offer, sell, contract to sell, pledge, grant any option to purchase, lend, or otherwise dispose of any shares of our common stock, or any options or warrants to purchase any shares of our common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of our common stock.

We, our executive officers and directors, the anchor investors, and all of our existing shareholders intend to enter into lock-up agreements that restrict us and them, subject to specified exceptions, from selling or otherwise transferring any of our Class A common shares or securities convertible into, exchangeable for, exercisable for, or repayable with our Class A common shares, including our Class B common shares, for 180 days after the date of this prospectus without first obtaining the written consent of Citigroup Global Markets Inc. and BofA Securities, Inc. For more information about these lock-up agreements and the exceptions thereto, see "Underwriting."

All of our directors and executive officers, the selling shareholders, and certain holders of our common stock have agreed, subject to limited exceptions, for a period of 180 days after the date of this prospectus, not to (1) 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 shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock (collectively with the shares of common stock, the "lock-up securities"), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the lock-up securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of lock-up securities, in cash or otherwise, (3) make any demand for, or exercise any right with respect to, the registration of any lock-up securities, or (4) publicly disclose the intention to do any of the foregoing, in each case, without the prior written consent of Goldman Sachs & Co. LLC may waive the requirements of these lock-up agreements at any time in its sole discretion.

Extension clause: Additionally, the representatives have granted each of our Co-Founders an exception under their respective lock-up agreements to permit each of them to pledge a portion of their shares of our common stock owned by them or their affiliates to one or more banks, financial or other lending institutions as collateral or security for or in connection with one or more margin loans described herein or other loans, advances, or extensions of credit and, following the granting of such pledge, to further transfer or dispose of such pledged securities to the applicable lender or other third parties upon or in connection with any foreclosure upon such pledged securities or any enforcement of such pledge in accordance with the terms of documentation governing any such margin loan or other loan or other loan, advance, or extension of credit (including, without limitation, pursuant to any agreement or arrangement existing as of the date of the relevant lock-up agreement) provided, however, that for any agreement or arrangement amended in connection with this offering, (1) in the case of any transfer or distribution pursuant to a pledge or any other bona fide loan or pledge of the shares subject to the lock-up agreement, any transferee that acquires the shares of our common stock from each such lender agrees to be bound in writing by the terms of the lock-up agreement prior to such transfer, and (2) that the aggregate number of shares of our common stock pledged as collateral pursuant to any amendment to such margin loans by our Co-Founders during the lock-up period shall not, for each of Messrs.

We and all of our directors and executive officers, the selling stockholders and certain other holders that together represent approximately 73.9% of our outstanding Class A common stock and securities directly or indirectly convertible into or exchangeable or exercisable for our Class A common stock (including our Class B common stock) (before giving effect to the issuance of shares in this offering) have agreed, subject to certain exceptions, that, without the prior written consent of Goldman Sachs & Co. LLC on behalf of the underwriters, for a period of 180 days after the date of this prospectus (the "Lock-Up Period") we and they will not a)offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Class A common stock, or any options or warrants to purchase any shares of Class A common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Class A common stock (collectively, the "Lock-Up Securities") b)engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of common stock or other securities, in cash or otherwise c)with respect to our directors and executive officers, the selling stockholders and such other holders, make any demand for or exercise any right with respect to the registration of any Lock-Up Securities d)with respect to us, file any registration statement with the SEC relating to the offering of any Lock-Up Securities or e)otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clause (a), (b), (c) or (d) above, as applicable, Furthermore, an additional approximately 25.7% of our outstanding Class A common stock and securities directly or indirectly convertible into or exchangeable or exercisable for our Class A common stock are subject to market standoff provisions, pursuant to which such holders agreed not to sell, make any short sale of, contract to sell, transfer the economic ownership in, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions, directly or indirectly, with respect to any shares of our Class A common stock or any securities convertible into or exercisable or exchangeable for our Class A common stock held immediately prior to the effectiveness of this registration statement during the Lock-Up Period.

Other than these Rule 144 restrictions applicable to affiliates, there are no contractual lock-up agreements or other restrictions on transfer applicable to any of our shareholders.

We, our directors and officers and Pegasus Growth Capital Fund I LP, which collectively beneficially owned, directly or indirectly, an aggregate of 8,604,377 shares of our common stock, which reflected 35.5% of our outstanding shares of common stock as of August 27, 2026, have agreed, subject to certain exceptions, not to offer, sell or transfer any shares of our common stock or securities convertible into or exchangeable or exercisable for our common stock for 90 days (for us) or 180 days (for our directors, officers and Pegasus) after the date of this prospectus without first obtaining the written consent of Robert W. Baird & Co. Incorporated, as representative of the several underwriters of this offering.

We and each of our officers, and directors, and its major shareholder have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber for the sale of or otherwise dispose of any of the ADSs or ordinary shares or other securities convertible into or exercisable or exchangeable for the ADSs or ordinary shares for six (6) months after this offering is completed without the prior written consent of the Representative.

We are not aware of any plans by any significant shareholders to dispose of significant numbers of our Class A Ordinary Shares.

In connection with this offering, we agreed, subject to certain limited exceptions, not to sell, dispose of, or hedge, without the prior written consent of Evercore Group L.L.C. and Citigroup Global Markets Inc., the shares of our common stock or securities convertible into or exchangeable for shares of our common stock for 180 days following the offering and our directors, executive officers, and holders of substantially all of our capital stock and securities convertible into our capital stock, including the selling stockholders, agreed, subject to certain limited exceptions, not to sell, dispose of, or hedge, without the prior written consent of Evercore Group L.L.C. and Citigroup Global Markets Inc., 25% of the shares of our common stock or securities convertible into or exchangeable for shares of our common stock for 180 days, 25% of the shares of our common stock or securities convertible into or exchangeable for shares of our common stock for 360 days following the offering, 25% of the shares of our common stock or securities convertible into or exchangeable for shares of our common stock for 540 days following the offering and the remainder of the shares of our common stock or securities convertible into or exchangeable for shares of our common stock for 720 days following the offering.

Staged release: In connection with this offering, we agreed, subject to certain limited exceptions, not to sell, dispose of, or hedge, without the prior written consent of Evercore Group L.L.C. and Citigroup Global Markets Inc., the shares of our common stock or securities convertible into or exchangeable for shares of our common stock for 180 days following the offering and our directors, executive officers, and holders of substantially all of our capital stock and securities convertible into our capital stock, including the selling stockholders, agreed, subject to certain limited exceptions, not to sell, dispose of, or hedge, without the prior written consent of Evercore Group L.L.C. and Citigroup Global Markets Inc., 25% of the shares of our common stock or securities convertible into or exchangeable for shares of our common stock for 180 days, 25% of the shares of our common stock or securities convertible into or exchangeable for shares of our common stock for 360 days following the offering, 25% of the shares of our common stock or securities convertible into or exchangeable for shares of our common stock for 540 days following the offering and the remainder of the shares of our common stock or securities convertible into or exchangeable for shares of our common stock for 720 days following the offering.

Each of our Directors and Executive Officers and certain shareholders, have agreed, subject to certain exceptions, for a period of six (6) months from the date of this prospectus, and we have agreed, for a period of three (3) months from the closing of the offering, that each will not (i) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any share capital of the Company or any securities convertible into or exercisable or exchangeable for share capital of the Company; or (ii) file or caused to be filed any registration statement with the SEC relating to the offering of any share capital of the Company or any securities convertible into or exercisable or exchangeable for share capital of the Company; provided, however, that the Lead Underwriter (as defined herein) will agree to waive the six (6) months lock-up restrictions for JKM Equity Limited upon receipt of a written request from the Company, which, among other things, acknowledges that the proposed trading by JKM Equity Limited is in compliance with applicable U.S. federal and state securities laws.

The ordinary shares offered in the Resale Prospectus are not subject to any lock-up agreement or other restrictions and will be freely tradable following completion of this Offering and listing on the NYSE American.

October 9, 2026 (120th day after the date of this prospectus) Up to 328.4 million shares of Class A common stock, representing 7% of the shares subject to the 180-day lock-up period.

Early-release clause: December 8, 2026 (180th day after the date of this prospectus) Up to (i) 328.4 million shares of Class A common stock if the Additional Release Shares were released on the First Earnings Release Date or (ii) up to 797.6 million shares if the Additional Release Shares were not released on the First Earnings Release Date, in each case representing the remaining shares subject to the 180-day lock-up period.

Extension clause: The second full trading day on Nasdaq immediately following the public release of our quarterly financial results for the quarter ended December 31, 2026 Up to 351.9 million shares of Class A common stock, representing 20% of the shares subject to the extended lock-up period (other than Mr. Musk).

We and our directors and executive officers will enter into lock-up agreements pursuant to which we and they will be subject to certain restrictions with respect to the offer, sale or disposition or hedge of our securities for a period of 180 days following the date of this prospectus. Additionally, our amended and restated certificate of incorporation will provide that, subject to certain exceptions, all of the shares of Class A common stock held by the Legacy Common Stock Investors may not be sold, pledged, transferred or otherwise disposed of for 365 days following the consummation of this offering, or such shorter period as determined by the board of directors, but in no event less than 180 days without the prior written consent of the managing underwriter of this offering.

We, our executive officers, our directors and other stockholders owning all of our common stock prior to this offering have agreed that, without the prior written consent of Morgan Stanley & Co. LLC and Jefferies LLC on behalf of the underwriters, we and they will not, subject to certain exceptions, dispose of or hedge any shares of our common stock or securities convertible into or exchangeable for shares of our common stock (including any shares purchased by any of our directors or officers pursuant to the directed share program) during the period starting on the date of this prospectus and ending at 4:00 PM, Eastern Time, on the first Trading Day on or after the 180th Day after the date of this prospectus, or, if the 180th Day is not a Trading Day, immediately after 4:00 PM, Eastern Time, on the last Trading Day immediately preceding the 180th Day.

In connection with this offering, our directors and executive officers, and the other holders of substantially all of our common stock outstanding as of the effective date of the registration statement of which this prospectus forms a part have entered into customary "lock-up" agreements in favor of the underwriters for a period of six (6) months from the date of this offering, subject to customary exceptions.

In connection with this offering, (a) we, along with our directors, officers, the holders of 10% or more of our outstanding capital stock and Neolync Holdings (the holder of a convertible note in the principal amount of $1.5 million and one of the holders of our SAFEs), are expected to enter into 180-day lock-up agreements on the date of this prospectus with the underwriters, and (b) the other holders of our SAFEs and our employees are expected to enter into 90-day lock-up agreements on the date of this prospectus with the underwriters (such 90- or 180-day period referred to herein as the "lock-up period").

The Company has agreed in the underwriting agreement that it will not, for a period of six (6) months from the closing of this offering, (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 or otherwise transfer or dispose of, directly or indirectly, or file with the SEC any registration statement relating to, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company;

We have agreed, subject to certain exceptions and without the approval of the representative of the underwriters, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities for a period of 180 days following the closing of this offering.

Notwithstanding the foregoing, if the lock-up period would otherwise be scheduled to end during, or within five trading days prior to, a regularly-scheduled blackout period under our insider trading policy, and such date is more than 100 days following the date of this prospectus, then the lock-up period will instead end on the date that is ten trading days prior to the commencement of such regularly-scheduled blackout period (the "Conditional Early Termination Date") provided, however, that promptly upon our determination of the Conditional Early Termination Date, and in any event at least five trading days in advance of the Conditional Early Termination Date, we shall notify each of the representatives of the date of the impending Conditional Early Termination Date, and shall announce the Conditional Early Termination Date through a major news service, or on a Form 8-K, at least two trading days in advance of the Conditional Early Termination Date. In addition to the restrictions contained in the lock-up agreements described above, we have entered into agreements with certain of our security holders that contain market stand-off provisions imposing restrictions on the ability of such security holders to sell or otherwise transfer or dispose of any registrable securities for a period of 180 days following the date of this prospectus.

In connection with this offering, our directors, officers and current holders of our common stock as of the effective date of this registration statement have entered into customary "lock-up" agreements in favor of the underwriters for a period of one hundred eighty (180) days from the date of this offering.

We and our directors and executive officers have agreed, subject to certain exceptions, not to sell or otherwise dispose of Common Shares or any securities convertible into or exchangeable for Common Shares for a period of one hundred eighty (180) days after the date hereof without the prior written consent of the underwriter.

We, all of our directors, executive officers, and holders of our common stock and securities exercisable for or convertible into shares of our common stock outstanding immediately prior to the completion of this offering have agreed with the underwriters that, until the 180th day after the date of this prospectus, subject to certain exceptions, we and they will not, without the prior written consent of Goldman Sachs & Co. LLC and Barclays Capital Inc., (1) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of our common stock, or any options or warrants to purchase any shares of our common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of our common stock, (2) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by such holder or someone other than such holder), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of our common stock, or any options or warrants to purchase any shares of our common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of our common stock, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of our common stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares of our common stock, or any options or warrants to purchase any shares of our common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of our common stock, or (4) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (1), (2) or (3) above.

We and holders of substantially all of the shares of our common stock, including the selling shareholder, have agreed, subject to some exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our common shares, or ADSs representing the common shares, or any securities convertible into or exchangeable or exercisable for our common shares, or ADSs representing the common shares, for a period of 180 days after the date this prospectus becomes effective.

In connection with this offering, our directors and officers and holders of our common stock as of the effective date of this registration statement will enter into customary "lock-up" agreements in favor of the underwriters for a period of six (6) months from the date of this offering.

We, and our officers and directors, and certain current shareholders, have agreed, subject to limited exceptions, for a period of 180 days after the closing of this Offering, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly any Common Shares or any securities convertible into or exchangeable for our Common Shares either owned as of the date of the underwriting agreement or thereafter acquired without the prior written consent of the underwriter, with the exception of certain shareholders who have agreed not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our Common Shares or securities convertible into Common Shares either owned as of the date of the underwriting agreement or thereafter acquired without the prior written consent of the underwriter for a period of 120 days after the closing of this Offering.

We, our directors and officers, and the Continuing Equity Owners, including the selling stockholders, have agreed with the underwriters that, for a period of 180 days following the date of this prospectus (or in the case of our directors and officers and the Continuing Equity Owners, including the selling stockholders, if (i) at least 170 days have elapsed since the date of this prospectus and (ii) the period ending 180 days after the date of this prospectus is scheduled to end during, or within five trading days prior to, a Blackout Period, then the date that is ten trading days prior to the commencement of such Blackout Period), subject to certain exceptions, we and they will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or hedge any of our shares of Class A common stock, or any options or warrants to purchase any shares of Class A common stock, or any securities convertible into, or exchangeable for or that represent the right to receive shares of Class A common stock.

In connection with this offering, we, and certain holders of outstanding shares of our common stock, including the selling stockholder and all of our directors and officers, collectively beneficially owning 108,988,185 shares of our outstanding common stock have agreed that, without the prior written consent of any two of J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the underwriters, we and they will not, subject to limited exceptions, directly or indirectly sell or dispose of any shares of common stock or any securities convertible into or exchangeable or exercisable for shares of common stock for a period of 180 days after the date of this prospectus. In addition, subject to certain exceptions, the Amended and Restated Stockholders Agreement contains additional transfer restrictions on certain existing holders of our common stock for a period of at least 270 days from the date of this prospectus.

Subject to limitations, all of the 98,288,251 shares of common stock beneficially owned by Bain Capital will become eligible for sale upon expiration of the lock-up period and 12,628,809 shares of our outstanding common stock will continue to remain subject to the transfer restrictions under our Amended and Restated Stockholders Agreement, as calculated and described in more detail in the section entitled "Shares Eligible for Future Sale." In addition, none of the shares issued or issuable upon exercise of options vested as of the expiration of the lock-up p

The Company has agreed to cause each of the directors and officers of the Company, the selling shareholders, and certain of our stockholders to enter into lock-up agreements, in form and content acceptable to the Underwriters and their counsel, acting reasonably, in favor of the Underwriters, evidencing their agreement not to directly or indirectly sell or agree to sell (or announce any intention to do so), any Common Stock or securities exchangeable or convertible into Common Stock for a period of 180 days from the date of this prospectus without the Underwriters' prior written consent, subject to certain limited exceptions.

We and our executive officers, directors, director nominees, and employees have agreed pursuant to "lock-up" agreements not to, or are subject to other restrictions so that they may not, without the prior written consent of the underwriter, directly or indirectly, offer to sell, sell, pledge or otherwise transfer or dispose of any of shares of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) our Common Stock, enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of our Common Stock, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock or any other of our securities or publicly disclose the intention to do any of the foregoing, subject to customary exceptions, for 365 days from the date of this prospectus. However, our co-founder and CEO, Horatio Lonsdale-Hands will be able to sell up to $1,250,000 worth of Common Stock after 90 days from the closing of this Offering, and the Company will be able to register those shares under a registration statement.

We, our directors and officers and our major shareholders holding more than 5% of the outstanding Ordinary Shares as of the date hereof, have agreed that, if requested by the Representative, subject to certain exceptions set forth in the underwriting agreement, we will not, without the prior written consent of the Representative, from the date of the first public sale of the Ordinary Shares and continuing for a period of 180 days, (i) offer, pledge, or sell, directly or indirectly any number of the Ordinary Shares or any securities convertible into or exercisable or exchangeable for the Ordinary Shares or (ii) file with the SEC a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares.

We have agreed that without the approval of the Underwriter, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities for a period of six (6) months following the closing of this Offering. Pursuant to these agreements, such persons and entities have agreed, without the prior written consent of ThinkEquity, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of any securities of the Company for a period of twelve (12) months from the closing date of this offering in the case of our officers and directors, and six (6) months in the case of all other securityholders.

The Company has agreed that for a period of 20 days from the closing of this offering, that neither the Company nor any subsidiary may, without the prior written consent of the Representative (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Shares or Common Share equivalents or (ii) file any registration statement or prospectus, or any amendment or supplement thereto, subject to certain conditions and exceptions.

Such private placement units will be subject to lock-up restrictions, as required by FINRA Rule 5110(e)(1), and may not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by any person for a period of 180 days from the commencement of sales of the offering, except as permitted in accordance with FINRA Rule 5110(e)(2).

We have agreed for a period of three (3) months from the closing of this offering, we and any successors of us will not (a) 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 shares of capital stock of us or any securities convertible into or exercisable or exchangeable for shares of capital stock of us;

We have agreed not to, for a period of 180 days from the closing of our initial public offering, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, lend or otherwise dispose of, except in this offering, any of our ordinary shares or securities that are substantially similar to our ordinary shares, including but not limited to any options to purchase our ordinary shares, or any securities that are convertible into or exchangeable for, or that represent the right to receive, our ordinary shares or any such substantially similar securities (other than pursuant to employee share option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date such lock-up agreement was executed), without the prior written consent of the Representative.

Our directors, executive officers and holders of more than 5% of our Class A Ordinary Shares have agreed, subject to limited exceptions, 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 dispose of, directly or indirectly, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our Class A Ordinary Shares or such other securities for a period of six (6) months after date of the pricing of the offering, without the prior written consent of the underwriters.

We have agreed, for a period of six (6) months from the effective date of registration statement of which this prospectus forms a part, subject to certain limited exceptions, not to (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 or otherwise transfer or dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any Class A Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Ordinary Shares, (ii) file or caused to be filed any registration statement with the SEC relating to the offering of any Class A Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Ordinary Shares;

Acco has agreed, for a period of three (3) months from the closing of this Offering, not to (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 of share capital of the Company or any securities that are convertible into or exercisable or exchangeable for share capital of the Company, (ii) file or cause to be filed any registration statement with the SEC relating to the offering of any share capital of the Company or any securities convertible into or exercisable or exchangeable for of share capital of the Company, (iii) complete any offering of our debt securities, 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 consequence of ownership of share capital of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of share capital of the Company or other securities, in cash or otherwise without the prior written consent of the Representative. Our directors, officers and shareholders holding 5% or more of the issued and outstanding Ordinary Shares (including warrants, options and other securities exercisable for or convertible into Ordinary Shares) as of the effective date of the registration statement of which this prospectus forms a part have agreed, for a period of six (6) months from the closing of this Offering, subject to customary exceptions, not to 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 of share capital of the Company, without the prior written consent of the Representative.

Our executive officers, directors, directors of our subsidiaries and shareholders holding more than 10% of our issued and outstanding Common Shares, collectively representing 81% of our outstanding Common Shares in aggregate, are subject to customary lock-up agreements with us under which they cannot sell, transfer or dispose of any Common Shares (except for certain customary exceptions) for a period of 180 days from the effective date of this registration statement of which this prospectus forms a part.

The Company's directors, officers and holders of more than five percent (5%) of the Company's outstanding ordinary shares as of the effective date of the Registration Statement will enter into customary "lock-up" agreements in favor of the Underwriters for a period of six (6) months from the date of the Offering, and each of the Company and any successors of the Company will agree, for a period of three (3) months from the closing of the Offering, that each will not (A) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any share capital of the Company or any securities convertible into or exercisable or exchangeable for shares of share capital of the Company; or (B) file or caused to be filed any registration statement with the SEC relating to the offering of any share capital of the Company or any securities convertible into or exercisable or exchangeable for share capital of the Company.

(iii) complete any offering of debt securities of our 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 Class A Ordinary Shares, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of Class A Ordinary Shares or such other securities, in cash or otherwise for a period of 180 days after the date of this prospectus. Breydales Limited has agreed, subject to certain exceptions, to a 90-day lock-up period from the date of this prospectus, with respect to the Class A Ordinary Shares that it beneficially owns (except for the Class A Ordinary Shares offered by it pursuant to this prospectus), including the issuance of shares upon the exercise of convertible securities and options that may be currently outstanding or which may be issued.

We have agreed not to, without the prior written consent of the Representative, during the engagement period (including any extension thereof) and for a period of 180 days after the closing of this offering ("Lock-up Period"), subject to certain customary exceptions, (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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company;

Extension clause: We have agreed not to, without the prior written consent of the Representative, during the engagement period (including any extension thereof) and for a period of 180 days after the closing of this offering ("Lock-up Period"), subject to certain customary exceptions, (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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company;

Our officers, directors and all shareholders have agreed to a six (6) month "lock-up" period from the closing of this offering with respect to the ordinary shares and/or ADSs that they beneficially own, including the issuance of shares upon the exercise of convertible securities and options that are currently outstanding or which may be issued. We have also agreed, in the underwriting agreement, for twelve (12) months following the closing of this offering, we will not (a) 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 shares of capital stock of us or any securities convertible into or exercisable or exchangeable for shares of capital stock of us;

All of our directors and officers, and shareholders of 5% or more of our Class A Ordinary Shares or Class B Ordinary Shares have agreed with the Underwriters, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any of our ordinary shares or securities convertible into or exercisable or exchangeable for our ordinary shares for a period of six months from the date of this prospectus.

The Company's directors, officers and holders of more than five percent (5%) of the Company's outstanding ordinary shares, as of the effective date of the registration statement of which this prospectus forms a part, have entered into customary "lock-up" agreements in favor of the Representative for a period of six (6) months from the date of closing of this offering.