Common use of Investor Lock-Up Clause in Contracts

Investor Lock-Up. Without limiting the terms of any other Ancillary Document or any other contract, agreement or understanding entered into by any Investor, each Investor agrees that it shall not Transfer the number of shares of Class A Common Stock held thereby set forth on Schedule I hereto (the “Lock-Up Shares”) until the Lock-Up Release Date. The foregoing restriction is expressly agreed to preclude each Investor from engaging in any hedging or other transaction that is designed to or that reasonably could be expected to lead to or result in a sale or disposition of such Investor’s shares of Class A Common Stock even if such shares of Class A Common Stock would be disposed of by someone other than the undersigned until the Lock-Up Release Date. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Investor’s shares of Class A Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such shares of Class A Common Stock. The foregoing restrictions shall not apply to Transfers made: (i) pursuant to a bona fide gift or charitable contribution; (ii) by will or intestate succession upon the death of an Investor; (iii) to any Permitted Transferee; (iv) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; (v) in the case of any Investor that is not a natural person, pro rata to the direct or indirect partners, members or shareholders of an Investor or any related investment funds or vehicles controlled or managed by such persons or their respective affiliates in connection with the liquidation or dissolution thereof; or (vi) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction that results in all of its shareholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property; provided that in the case of (i) through (vi), the recipient of such Transfer must enter into a written agreement agreeing to be bound by the terms of this Agreement in form and substance reasonably satisfactory to the Company, including the transfer restrictions set forth in this Section 6.1. The foregoing notwithstanding, (i) with respect to the Sponsor, the foregoing restrictions shall not apply to Transfers permitted by Section 3(b) of the Sponsor Support Agreement and (ii) to the extent any Investor is granted a release or waives from the restrictions contained in this Section 6 prior to the expiration of the Lock-Up Release Date, then all Investors shall be automatically granted a release or waiver from the restrictions contained in this Section 6 to the same extent, on substantially the same terms as and on a pro rata basis with, the Investor to which such release or waiver is granted.

Investor Lock-Up. Without limiting the terms of any other Ancillary Document or any other contract, agreement or understanding entered into by any Investor, each Investor agrees that it shall not Transfer the number of any shares of Class A Common Stock held thereby set forth on Schedule I hereto or any securities convertible into or exercisable or exchangeable (the “Lock-Up Shares”directly or indirectly) for shares of Class A Common Stock (including New Securities) until the Lock-Up Release Date; provided, however, that the foregoing restrictions shall (i) not apply to any shares of Class A Common Stock purchased by an Investor in the PIPE Financing, (ii) with respect to the Non-Redemption Investors, only apply to shares of Class A Common Stock received by the Non-Redemption Investors pursuant to the Non-Redemption Agreements and (iii) with respect to the Sponsor, not apply to the Subject SPAC Equity Securities (as defined in the Sponsor Support Agreement) purchased by the Sponsor in the private placement that closed simultaneously with the Company’s initial public offering provided that such securities are distributed in a Sponsor In-Kind Distribution (as defined in the Sponsor Support Agreement) to its members for no additional consideration following the Closing, in accordance with the terms of the Sponsor Support Agreement. The foregoing restriction is expressly agreed to preclude each Investor from engaging in any hedging or other transaction that is designed to or that reasonably could be expected to lead to or result in a sale or disposition of such Investor’s shares of Class A Common Stock even if such shares of Class A Common Stock would be disposed of by someone other than the undersigned until the Lock-Up Release Date. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Investor’s shares of Class A Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such shares of Class A Common Stock. The foregoing restrictions shall not apply to Transfers made: (i) pursuant to a bona fide gift or charitable contribution; (ii) by will or intestate succession upon the death of an Investor; (iii) to any Permitted Transferee; (iv) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; (v) in the case of any Investor that is not a natural person, pro rata to the direct or indirect partners, members or shareholders of an Investor or any related investment funds or vehicles controlled or managed by such persons or their respective affiliates in connection with the liquidation or dissolution thereof; or (vi) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction that results in all of its shareholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property; provided that in the case of (i) through (vi), the recipient of such Transfer must enter into a written agreement agreeing to be bound by the terms of this Agreement in form and substance reasonably satisfactory to the Company, including the transfer restrictions set forth in this Section 6.1. The foregoing notwithstanding, (i) with respect to the Sponsor, the foregoing restrictions shall not apply to Transfers permitted by Section 3(b) of the Sponsor Support Agreement and (ii) to the extent any Investor is granted a release or waives from the restrictions contained in this Section 6 prior to the expiration of the Lock-Up Release Date, then all Investors shall be automatically granted a release or waiver from the restrictions contained in this Section 6 to the same extent, on substantially the same terms as and on a pro rata basis with, the Investor to which such release or waiver is granted.

Investor Lock-Up. Without limiting (a) Each Investor (other than the terms of ARYA IPO Investors) agrees that such Investor shall not Transfer any other Ancillary Document Ordinary Shares or any other contract, agreement securities convertible into or understanding entered into by any Investor, exercisable or exchangeable (directly or indirectly) for Ordinary Shares (including New Securities) for 180-days following the Closing Date; and (b) each ARYA IPO Investor agrees that it such ARYA IPO Investor shall not Transfer any Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Ordinary Shares (including New Securities) for the number earlier of shares (1) one year following the Closing Date or (2) if the closing price of Class A Common Stock held thereby set forth on Schedule I hereto the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date (such applicable period, the “Lock-Up Sharesup Period”) until the Lock-Up Release Date). The foregoing restriction is expressly agreed to preclude each Investor during the Lock-up Period from engaging in any hedging or other transaction that which is designed to or that which reasonably could be expected to lead to or result in a sale or disposition of such Investor’s shares of Class A Common Stock Ordinary Shares even if such shares of Class A Common Stock Ordinary Shares would be disposed of by someone other than the undersigned until the Lock-Up Release Dateundersigned. Such prohibited hedging or other transactions during the Lock-up Period would include without limitation any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Investor’s shares of Class A Common Stock Ordinary Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares Ordinary Shares. The foregoing notwithstanding, each executive officer and director of Class A Common StockGmbH shall be permitted to establish a plan to acquire and sell Ordinary Shares pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the Transfer of Ordinary Shares during the Lock-up Period. The foregoing restrictions shall not apply to Transfers made: (i) pursuant to a bona fide gift or charitable contribution; (ii) by will or intestate succession upon the death of an Investor; (iii) to any Permitted Transferee; (iv) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; or (v) in the case of any Investor that is not a natural person, pro rata to the direct or indirect partners, members or shareholders of an Investor or any related investment funds or vehicles controlled or managed by such persons or their respective affiliates in connection with the liquidation or dissolution thereof; or (vi) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction that which results in all of its shareholders having the right to exchange their shares of Class A Common Stock Ordinary Shares for cash, securities or other property; provided that in the case of (i) through or (viiii), the recipient of such Transfer must enter into a written agreement agreeing to be bound by the terms of this Agreement in form and substance reasonably satisfactory to the CompanyAgreement, including the transfer restrictions set forth in this Section 6.1. The foregoing notwithstanding, (i) with respect to the Sponsor, the foregoing restrictions shall not apply to Transfers permitted by Section 3(b) of the Sponsor Support Agreement and (ii) to the extent any Investor is granted a release or waives from the restrictions contained in this Section 6 prior to the expiration of the Lock-Up Release Date, then all Investors shall be automatically granted a release or waiver from the restrictions contained in this Section 6 to the same extent, on substantially the same terms as and on a pro rata basis with, the Investor to which such release or waiver is granted.

Investor Lock-Up. Without limiting the terms of any other Ancillary Document or any other contract, agreement or understanding entered into by any Investor, each Investor agrees that it shall not Transfer the number of any shares of Class A Common Stock held thereby set forth on Schedule I hereto or any securities convertible into or exercisable or exchangeable (the “Lock-Up Shares”directly or indirectly) for shares of Class A Common Stock (including New Securities) until the Lock-Up Release Date; provided, however, that the foregoing restrictions shall (i) not apply to any shares of Class A Common Stock purchased by an Investor in the PIPE Financing and (ii) with respect to the Non-Redemption Investors, only apply to shares of Class A Common Stock received by the Non-Redemption Investors pursuant to the Non-Redemption Agreements. The foregoing restriction is expressly agreed to preclude each Investor from engaging in any hedging or other transaction that which is designed to or that which reasonably could be expected to lead to or result in a sale or disposition of such Investor’s shares of Class A Common Stock even if such shares of Class A Common Stock would be disposed of by someone other than the undersigned until the Lock-Up Release Date. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Investor’s shares of Class A Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such shares of Class A Common Stock. The foregoing restrictions shall not apply to Transfers made: (i) pursuant to a bona fide gift or charitable contribution; (ii) by will or intestate succession upon the death of an Investor; (iii) to any Permitted Transferee; (iv) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; or (v) in the case of any Investor that is not a natural person, pro rata to the direct or indirect partners, members or shareholders of an Investor or any related investment funds or vehicles controlled or managed by such persons or their respective affiliates in connection with the liquidation or dissolution thereof; or (vi) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction that which results in all of its shareholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property; provided that in the case of (i) through (vi), the recipient of such Transfer must enter into a written agreement agreeing to be bound by the terms of this Agreement in form and substance reasonably satisfactory to the Company, including the transfer restrictions set forth in this Section 6.1. The foregoing notwithstanding, (i) with respect to the Sponsor, the foregoing restrictions shall not apply to Transfers permitted by Section 3(b) of the Sponsor Support Agreement and (ii) to the extent any Investor is granted a release or waives waiver from the restrictions contained in this Section 6 prior to the expiration of the Lock-Up Release Date, then all Investors shall be automatically granted a release or waiver from the restrictions contained in this Section 6 to the same extent, on substantially the same terms as and on a pro rata basis with, the Investor to which such release or waiver is granted.

Investor Lock-Up. Without limiting the terms of any other Ancillary Document or any other contract, agreement or understanding entered into by any InvestorITC Holdings, each Investor and each Jaws Director agrees not to, during the period commencing from the Closing and through the date that it shall not Transfer is six (6) months from the number date of shares of Class A Common Stock held thereby set forth on Schedule I hereto the Closing (the “Lock-Up SharesPeriod”) until the Lock-Up Release Date. The foregoing restriction is expressly agreed ), Transfer any shares of Common Stock or any options or warrants to preclude each Investor from engaging in purchase any hedging shares of Common Stock or other transaction that is designed to any securities convertible into, exchangeable for or that reasonably could be expected represent the right to lead to or result in a sale or disposition of such Investor’s receive shares of Class A Common Stock even if (whether such shares of Class A Common Stock would be disposed of by someone other than the undersigned until the Lock-Up Release Date. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale such securities are held directly or grant of any right (including, without limitation, any put or call option) with respect to any indirectly by such holder as of the Investor’s date of this Agreement or are thereafter acquired) (the “Restricted Securities”); provided, however, that (i) any shares of Common Stock acquired by any Investor in the PIPE Financing shall not be Restricted Securities and (ii) any warrants to purchase Class A Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such shares of Class A Common StockStock issuable upon exercise of such warrants, shall be subject to such restrictions on Transfer for a period of thirty (30) days from Closing under this Agreement; provided, further, for the avoidance of doubt, that nothing in this Agreement shall restrict such holder’s rights under Section 2 of this Agreement to cause the Company to file and cause to become effective a Registration Statement with the Commission naming such holder as a selling securityholder (and to make any required disclosures on Schedule 13D in respect thereof). The foregoing notwithstanding, the Lock-Up Period and restrictions set forth in this Section 6.1 shall not apply to the: (a) establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Restricted Securities; provided, that such plan does not provide for the transfer of Restricted Securities during the Lock-Up Period or (b) Transfers made: (i) of any or all of the Restricted Securities made pursuant to a bona fide gift or charitable contribution; (ii) of any or all of the Restricted Securities by will or intestate succession upon the death of an Investora holder or any Permitted Transferee; (iii) to any Permitted Transferee; (iv) pursuant to a court order or settlement agreement related to the distribution of assets any Class B Common Stock in connection with a concurrent transfer of Continuing Company Units in accordance with, as permitted by and subject to the dissolution terms and conditions of marriage or civil unionthis Agreement and the Second Amended and Restated Company LLC Agreement; (v) in the case of any Investor that is not a natural personby Xxxx America, pro rata LLC to the direct or indirect partnersmembers of Xxxx America, members or shareholders of an Investor or any related investment funds or vehicles controlled or managed by such persons or their respective affiliates in connection with the liquidation or dissolution thereofLLC; or (vi) by Jaws Sponsor LLC to the members of Jaws Sponsor LLC; (vii) by ITC Holdings to the members of ITC Holdings; (viii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction that results in all of its shareholders stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other propertyproperty or (ix) of any Restricted Securities made pursuant to a pledge permitted by the terms of the Second Amended and Restated Company Agreement of Primary Care (ITC) Intermediate Holdings, LLC (and, for the avoidance of doubt, any exercise by any lender of its rights to acquire, sell, dispose or otherwise transfer Restricted Securities, subject to such pledge (including any shares of Common Stock into or for which Restricted Securities are converted or exchanged)); provided that in the case of (i), (ii), (iii), (v) through or (vi)) above, the recipient of it shall be a condition to such Transfer must enter into a written that the transferee executes and delivers to the Company an agreement agreeing stating that the transferee is receiving and holding the Restricted Securities subject to be bound by the terms provisions of this Agreement applicable to such holder, and there shall be no further transfer of such Restricted Securities except in form and substance reasonably satisfactory to accordance with this Agreement; provided, further, that in the Company, including the transfer restrictions set forth in this Section 6.1. The foregoing notwithstandingcase of (i), (iii), (iii), (v) with respect to the Sponsor, the foregoing restrictions shall not apply to Transfers permitted by Section 3(bor (vi) of the Sponsor Support Agreement and above (ii) to the extent such transfer is to a party other than a Permitted Transferee (other than any Investor is granted a release direct or waives from the restrictions contained in this Section 6 prior to the expiration indirect limited partner of the Lock-Up Release Dateapplicable Investor)), then all Investors in each case, such transfer or distribution shall not involve a disposition for value. Each Investor further agrees to execute such agreements as may be automatically granted a release reasonably requested by the Company that are consistent with the foregoing or waiver from that are necessary to give further effect thereto. For the restrictions contained avoidance of doubt, any Restricted Securities Transferred pursuant to clause (vii) in this Section 6 the preceding sentence shall only continue to the same extent, on substantially the same terms as and on a pro rata basis with, the be Restricted Securities if they are held by an Investor to which such release or waiver is grantedupon Transfer.