Common use of Lock-Up Arrangements Clause in Contracts

Lock-Up Arrangements. (a) If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act (whether or not any Holder is given an opportunity to participate), or if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders), or if the Company determines in its sole discretion, that a public sale or distribution of Shares outside such offering would adversely affect such offering, then, if requested by the Company, neither the Company nor any Holder shall sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the registration of, any Registrable Shares or former Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any such shares) (except as part of such underwritten offering or with the consent of the underwriters in such offering) (such agreement not to sell, a “Lock-Up Agreement”) during the period beginning 7 days prior to, and extending through the 90th day after, the effective date of the applicable registration statement (or, in the case of an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule) under the Securities Act, the date that the applicable public offering commences), or such earlier time as the Company and the managing underwriters shall agree. Notwithstanding the foregoing, no Holder shall be obligated to execute a Lock-Up Agreement unless the Company and each other selling stockholder, if any, in such offering also executes agreements substantially similar to such Lock-Up Agreement. The provisions of this Section 4 shall apply as long as any Holder is the beneficial owner of any Registrable Shares or any Shares that were but have ceased to be Registrable Shares. (b) Notwithstanding any other provision of this Agreement, the Company shall not be obligated to take any action hereunder that would violate any lock-up or similar restriction binding on the Company in connection with a prior or pending registration or underwritten offering.

Lock-Up Arrangements. (a) If During the Company sells Shares period beginning on the Closing Date and continuing to and including April 30, 2005, the Selling Unitholder hereby agrees not to, directly or other securities indirectly, sell, offer to sell, contract to sell, hedge, pledge, grant an option to purchase, issue any instrument convertible into or exchangeable for (or otherwise representing a the right to acquire) Shares in a primary underwritten offering pursuant to receive, otherwise dispose of any registration statement under securities of the Securities Act Partnership (whether or not collectively, any Holder is given an opportunity to participatesuch securities, “Partnership Securities”), or if enter into any other Person sells Shares in derivative transaction with similar effect as a secondary underwritten offering sale of Partnership Securities, without the prior written consent of each of the Purchasers; provided, however, that the foregoing restrictions shall not apply to the sale of Purchased Units to the Purchasers pursuant to a Piggyback Registration, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders), or if the Company determines in its sole discretion, that a public sale or distribution of Shares outside such offering would adversely affect such offering, then, if requested by the Company, neither the Company nor any Holder shall sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the registration of, any Registrable Shares or former Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any such shares) (except as part of such underwritten offering or with the consent of the underwriters in such offering) (such agreement not to sell, a “Lock-Up this Agreement”) during the period beginning 7 days prior to, and extending through the 90th day after, the effective date of the applicable registration statement (or, in the case of an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule) under the Securities Act, the date that the applicable public offering commences), or such earlier time as the Company and the managing underwriters shall agree. Notwithstanding the foregoing, no Holder shall be obligated to execute a Lock-Up Agreement unless the Company and each other selling stockholder, if any, in such offering also executes agreements substantially similar to such Lock-Up Agreement. The provisions of this Section 4 shall apply as long as any Holder is the beneficial owner of any Registrable Shares or any Shares that were but have ceased to be Registrable Shares. (b) Notwithstanding any other provision of this AgreementDuring the period beginning on the Closing Date and continuing to and including April 30, 2005, the Company Partnership hereby agrees not to, directly or indirectly, sell, offer to sell, contract to sell, hedge, pledge, grant an option to purchase, issue any instrument convertible or exchangeable for or representing the right to receive, otherwise dispose of any Partnership Securities, or enter into any derivative transaction with similar effect as a sale of Partnership Securities, without the prior written consent of each of the Purchasers; provided, however, that the foregoing restrictions shall not be obligated apply to take (a) the issuance or disposition of Common Units pursuant to the Partnership’s Long Term Incentive Plan or, (b) if at Closing the Unit Split has not been consummated, the issuance of additional Common Units and Subordinated Units upon consummation of the Unit Split. (c) During the period beginning on the Closing Date and continuing to and including the date ninety (90) days after such date, each Purchaser hereby agrees not to, directly or indirectly, sell, offer to sell, contract to sell, hedge, pledge, grant an option to purchase, issue any action hereunder that would violate instrument convertible or exchangeable for or representing the right to receive, otherwise dispose of the Purchased Units purchased by such Purchaser hereunder, or enter into any lock-up derivative transaction with similar effect as a sale of such Purchased Units, without the prior written consent of the Partnership; provided, however, any Purchaser may enter into a total return swap transaction or similar restriction binding on transaction with respect to the Company in connection with a prior or pending registration or underwritten offeringPurchased Units purchased by it.

Lock-Up Arrangements. (a) If Until and through the close of trading on May 28, 2010 (the “Lock-Up Period”), the Company sells Shares will not directly or other indirectly, (1) offer to sell, hypothecate, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase (to the extent such option or contract to purchase is exercisable within one year from the Closing Date), 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 establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to, any Ordinary Shares, or any securities convertible into or exercisable or exchangeable for Ordinary Shares; (2) file or otherwise representing cause to become effective a right to acquire) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to the offer and sale of any Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares or (3) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Ordinary Shares, whether or not any Holder is given an opportunity to participatesuch transaction described in clauses (1), (2) or if any (3) above is to be settled by delivery of Ordinary Shares or such other Person sells Shares securities, in a secondary underwritten offering pursuant to a Piggyback Registrationcash or otherwise, and if without the managing underwriters for such offering advise prior written consent of the Company Placement Agent (in which case the Company promptly shall notify the Holders), or if the Company determines consent may be withheld in its sole discretion), that a public sale other than (i) the Securities to be sold hereunder and Ordinary Shares issued upon exercise of Warrants sold hereunder, (ii) the issuance of employee stock options or distribution shares of restricted stock pursuant to equity compensation plans adopted prior to the date of this Agreement, (iii) issuances of Ordinary Shares outside upon the exercise of options or warrants or to satisfy other pre-existing issuance obligations disclosed in the Company’s periodic filings with the Commission prior to the date of this Agreement or upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement (as to (i), (ii) and (iii), provided such offering would adversely affect such offering, then, if requested securities have not been amended after the date hereof); and (iv) the issuance by the Company, neither the Company nor any Holder shall sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale)Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or request strategic alliances, occurring after the registration ofdate of this Agreement (collectively, any Registrable Shares or former Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any such shares) (except as part of such underwritten offering or with the consent of the underwriters in such offering) (such agreement not to sell, a “Lock-Up AgreementRestrictions”) during the period beginning 7 days prior to, and extending through the 90th day after, the effective date of the applicable registration statement (or, in the case of an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule) under the Securities Act, the date that the applicable public offering commences), or such earlier time as the Company and the managing underwriters shall agree. Notwithstanding the foregoing, no Holder shall be obligated for the purpose of allowing the Placement Agent to execute a comply with NASD Rule 2711(f)(4), or the applicable successor FINRA Rule when published, if (1) during the last 17 days of the Lock-Up Agreement unless Period, the Company and each releases earnings results or publicly announces other selling stockholder, if any, in such offering also executes agreements substantially similar material news or a material event relating to such the Company occurs or (2) prior to the expiration of the Lock-Up AgreementPeriod, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless the Placement Agent waives, in writing, such extension, provided, however, that the Placement Agent has agreed to waive such extension if the provisions of NASD Rule 2711(f)(4) (or any applicable successor rule) are not applicable to the Offering or if it is able to determine that it will not publish or otherwise distribute a research report or make a public appearance concerning the Company within the restricted period contemplated by NASD Rule 2711(f)(4), except as provided in the second or third sentences of such Rule. The provisions of this Section 4 shall apply as long as any Holder is Company agrees not to accelerate the beneficial owner vesting of any Registrable Shares option or warrant or other contractual right or the lapse of any Shares that were but have ceased repurchase right prior to be Registrable Sharesthe expiration of the Lock-Up Period. (b) Notwithstanding any other provision The Company shall use its reasonable best efforts to have each of this the Company’s officers and directors execute and deliver a Lock-up Agreement, in a form satisfactory to the Company shall not be obligated to take Placement Agent, restricting the transfer or other disposition of any action hereunder that would violate any lock-up Ordinary Shares or similar restriction binding on securities convertible into, exchangeable, or exercisable for Ordinary Shares held of record or beneficially by such officers and directors for a period of thirty (30) days (in the Company in connection with a prior or pending registration or underwritten offeringcase of Exxx Xxxxxx and Ixxxx Xxxxx, ninety (90) days) after the Closing Date.

Lock-Up Arrangements. (ai) If The Company will not, without the prior written consent of the Representative, for a period of three (3) months from the commencement of the sale of the public securities in the offering (the “Company sells Shares Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or other securities convertible into contract to purchase, purchase any option or exchangeable for (contract to sell, grant any option, right or warrant to purchase or otherwise representing transfer or dispose of, directly or indirectly, or file with the Commission a right to acquire) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act (whether relating to, any Ordinary Shares or not any Holder is given an opportunity to participate)securities convertible into or exercisable or exchangeable for Ordinary Shares, or if (ii) enter into any swap or other Person sells 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 a secondary underwritten offering clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to a Piggyback Registrationthis Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Company Lock-Up Period. (ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) Ordinary Shares issued pursuant to the conversion or exchange of convertible or exchangeable securities, in each case outstanding as of the Closing Date and described in the Registration Statement, the Disclosure Package or the Prospectus, (C) Ordinary Shares or options to purchase Ordinary Shares or other Ordinary Shares based award issued or granted pursuant to the Company’s share incentive plans, share purchase plan, share ownership plan or dividend reinvestment plan in effect at the Closing Date and as described in the Registration Statement, the Disclosure Package or the Prospectus, and if (D) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the managing underwriters for equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (D) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such offering advise Ordinary Shares or other securities issued or granted pursuant to clause (D) during the Company Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. (in which case iii) If the Company promptly shall notify the Holders)Representative, or if the Company determines in its sole discretion, that agrees to release or waive the restrictions or a public sale lock-up letter described in this section for an officer or distribution director of Shares outside such offering would adversely affect such offering, then, if requested by the Company, neither the Company nor any Holder shall sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request and provides the registration of, any Registrable Shares or former Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any such shares) (except as part of such underwritten offering or Company with the consent notice of the underwriters impending release or waiver substantially in such offeringthe form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver. (iv) On or prior to the date hereof, the Company shall have furnished to the Representative an agreement substantially in the form of Exhibit A hereto (such agreement not to sell, a the “Insider Lock-Up Agreement”) during from each of the period beginning 7 days prior Company’s officers, directors, security holders of 5% or more of the Ordinary Shares or securities convertible into or exercisable for Ordinary Shares listed on Schedule D, which provides that each of the individuals and entities listed on Schedule D agrees not to, and extending through the 90th day after, the effective date of the applicable registration statement (or, subject to certain exceptions provided therein in the case of an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule) under the Securities Act, the date that the applicable public offering commences), or such earlier time as the Company and the managing underwriters shall agree. Notwithstanding the foregoing, no Holder shall be obligated to execute a Lock-Up Agreement unless the Company and each other selling stockholder, if any, in such offering also executes agreements substantially similar to such Insider Lock-Up Agreement. The provisions , for a period of this Section 4 shall apply as long as six (6) months from the date hereof (the “Insider Lock-Up Period”), (i) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Holder ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares (“Insider Lock-Up Securities”), whether now owned or hereafter acquired or with respect to which such person has or thereafter acquires the power of disposition; (ii) 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 Insider Lock-Up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Insider Lock-Up Securities, in cash or otherwise; (iii) make any demand for or exercise any right with respect to the beneficial owner registration of any Registrable Shares Insider Lock-Up Securities; or (iv) publicly disclose the intention to make any Shares that were but have ceased offer, sale, pledge or disposition, or to be Registrable Sharesenter into any transaction, swap, hedge or other arrangement relating to any Insider Lock-Up Securities. (b) Notwithstanding any other provision of this Agreement, the Company shall not be obligated to take any action hereunder that would violate any lock-up or similar restriction binding on the Company in connection with a prior or pending registration or underwritten offering.

Lock-Up Arrangements. (a) If Until and through the close of trading on May 28, 2010 (the “Lock-Up Period”), the Company sells Shares will not directly or other indirectly, (1) offer to sell, hypothecate, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase (to the extent such option or contract to purchase is exercisable within one year from the Closing Date), 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 establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to, any Ordinary Shares, or any securities convertible into or exercisable or exchangeable for Ordinary Shares; (2) file or otherwise representing cause to become effective a right to acquire) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to the offer and sale of any Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares or (3) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Ordinary Shares, whether or not any Holder is given an opportunity to participatesuch transaction described in clauses (1), (2) or if any (3) above is to be settled by delivery of Ordinary Shares or such other Person sells Shares securities, in a secondary underwritten offering pursuant to a Piggyback Registrationcash or otherwise, and if without the managing underwriters for such offering advise prior written consent of the Company Placement Agent (in which case the Company promptly shall notify the Holders), or if the Company determines consent may be withheld in its sole discretion), that a public sale other than (i) the Securities to be sold hereunder and Ordinary Shares issued upon exercise of Warrants sold hereunder, (ii) the issuance of employee stock options or distribution shares of restricted stock pursuant to equity compensation plans adopted prior to the date of this Agreement, (iii) issuances of Ordinary Shares outside upon the exercise of options or warrants or to satisfy other pre-existing issuance obligations disclosed in the Company’s periodic filings with the Commission prior to the date of this Agreement or upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement (as to (i), (ii) and (iii), provided such offering would adversely affect such offering, then, if requested securities have not been amended after the date hereof); and (iv) the issuance by the Company, neither the Company nor any Holder shall sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale)Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or request strategic alliances, occurring after the registration ofdate of this Agreement (collectively, any Registrable Shares or former Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any such shares) (except as part of such underwritten offering or with the consent of the underwriters in such offering) (such agreement not to sell, a “Lock-Up AgreementRestrictions”) during the period beginning 7 days prior to, and extending through the 90th day after, the effective date of the applicable registration statement (or, in the case of an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule) under the Securities Act, the date that the applicable public offering commences), or such earlier time as the Company and the managing underwriters shall agree. Notwithstanding the foregoing, no Holder shall be obligated for the purpose of allowing the Placement Agent to execute a comply with NASD Rule 2711(f)(4), or the applicable successor FINRA Rule when published, if (1) during the last 17 days of the Lock-Up Agreement unless Period, the Company and each releases earnings results or publicly announces other selling stockholder, if any, in such offering also executes agreements substantially similar material news or a material event relating to such the Company occurs or (2) prior to the expiration of the Lock-Up AgreementPeriod, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless the Placement Agent waives, in writing, such extension, provided, however, that the Placement Agent has agreed to waive such extension if the provisions of NASD Rule 2711(f)(4) (or any applicable successor rule) are not applicable to the Offering or if it is able to determine that it will not publish or otherwise distribute a research report or make a public appearance concerning the Company within the restricted period contemplated by NASD Rule 2711(f)(4), except as provided in the second or third sentences of such Rule. The provisions of this Section 4 shall apply as long as any Holder is Company agrees not to accelerate the beneficial owner vesting of any Registrable Shares option or warrant or other contractual right or the lapse of any Shares that were but have ceased repurchase right prior to be Registrable Sharesthe expiration of the Lock-Up Period. (b) Notwithstanding any other provision The Company shall use its reasonable best efforts to have each of this the Company’s officers and directors execute and deliver a Lock-up Agreement, in a form satisfactory to the Company shall not be obligated to take Placement Agent, restricting the transfer or other disposition of any action hereunder that would violate any lock-up Ordinary Shares or similar restriction binding on securities convertible into, exchangeable, or exercisable for Ordinary Shares held of record or beneficially by such officers and directors for a period of thirty (30) days (in the Company in connection with a prior or pending registration or underwritten offeringcase of Xxxx Xxxxxx and Xxxxx Xxxxx, ninety (90) days) after the Closing Date.

Lock-Up Arrangements. (a) If Each of the Company sells Shares Selling Stockholders hereby covenants and agrees that he, she or other securities convertible into or exchangeable for (it shall not sell or otherwise representing a right to acquire) Shares transfer or dispose of any shares of iTurf Common Stock acquired hereunder in a primary underwritten offering pursuant to any registration statement under violation of the Securities Act (whether or not any Holder is given an opportunity to participate), or if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders), or if the Company determines in its sole discretion, that a public sale or distribution of Shares outside such offering would adversely affect such offering, then, if requested by the Company, neither the Company nor any Holder shall sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the registration of, any Registrable Shares or former Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any such shares) (except as part of such underwritten offering or with the consent of the underwriters in such offering) (such agreement not to sell, a “Lock-Up Agreement”) during the period beginning 7 days prior to, and extending through the 90th day after, the effective date of the applicable registration statement (or, in the case of an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule) under the Securities Act, the date that the applicable public offering commences), or such earlier time as the Company and the managing underwriters shall agree. Notwithstanding the foregoing, no Holder shall be obligated to execute a Lock-Up Agreement unless the Company and each other selling stockholder, if any, in such offering also executes agreements substantially similar to such Lock-Up Agreement. The provisions of this Section 4 shall apply as long as any Holder is the beneficial owner of any Registrable Shares or any Shares that were but have ceased to be Registrable Shareslaw. (b) Notwithstanding In addition, each of the Selling Stockholders hereby covenants and agrees that he, she or it shall not sell or otherwise transfer or dispose of shares of iTurf Common Stock acquired hereunder or pursuant to the exercise of Options or any other provision of this Agreement, the Company shall not be obligated to take any action hereunder that would violate any lock-up or similar restriction binding on the Company stock options granted in connection with the transactions contemplated hereby (or other securities received as a result of a stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization, spin-off, split-off, merger, consolidation or similar transaction) in excess of the amounts permitted during the applicable periods set forth on SCHEDULE 4.12. In order to enforce the foregoing covenants, iTurf shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 4.12 and to impose stop transfer instructions with respect to such shares until the end of the relevant periods. Notwithstanding anything to the contrary contained herein, the Selling Stockholders shall be released from their respective obligations under this Section 4.12(b) in the event that an event occurs that would cause all unvested options granted under iTurf's Amended and Restated 1999 Stock Incentive Plan to become immediately exercisable (even if exercised prior to the date thereof) in accordance with Article XI thereof or pending registration otherwise, which options constitute the only outstanding options, warrants or underwritten offeringsimilar rights to purchase shares of iTurf Common Stock issued by iTurf. Promptly following the date the applicable periods in Section 4.12 lapse, upon the request of a Selling Stockholder, iTurf shall cause appropriate stock certificates to be issued in exchange for existing certificates without the portion of any restrictive legend imprinted and "stop transfer instructions" removed that have been imposed, by virtue of this Section 4.12(b).

Lock-Up Arrangements. (a) If 12.1 Each of the Company sells Shares Sponsor and the Non-Executive Directors hereby commits to the other Parties not to transfer, assign, sell or other securities convertible into or exchangeable for (or otherwise representing a right contract to acquire) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act (whether or not any Holder is given an opportunity to participate), or if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders), or if the Company determines in its sole discretion, that a public sale or distribution of Shares outside such offering would adversely affect such offering, then, if requested by the Company, neither the Company nor any Holder shall sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means indirectly, or announce an offer of any short sale)Founder Shares, the Founder Share F1 or request the registration of, any Registrable Shares or former Registrable Shares Founder Warrants (or any securities of any Person that are convertible into or exchangeable forinterest therein in respect thereof), as the case may be, or otherwise represent a right to acquire, enter into any such shares) (except as part of such underwritten offering or transaction with the same economic effect as any of the foregoing without the prior written consent of the underwriters Sole Global Coordinator, save to any Permitted Transferees in such offeringaccordance with Clause 12.2, and: (i) in the case of the Founder Shares from the Settlement Date until the earlier of (such agreement not to sella) 365 calendar days after the Business Combination Date or (b) if the closing share price of the Ordinary Shares on Euronext Amsterdam equals or exceeds EUR 12.00 per share (subject adjustment for share sub-divisions, a “Lock-Up Agreement”share capitalizations, reorganizations, recapitalizations and the like) during for any 20 Trading Days within any 30 consecutive Trading Day period commencing at least 150 calendar days after the Business Combination Date and (ii) in respect of the Founder Warrants, until the period beginning 7 ending 30 calendar days prior from the Business Combination Date, save that the foregoing restrictions under (i) and (ii) shall not apply to the extent required to pay or provide liquidity for any withholding by the Company relating to, or taxation that becomes due and extending through the 90th day afterpayable by, the effective date Sponsor and the Non-Executive Directors or the Permitted Transferees, as the case may be, in connection with the Business Combination. 12.2 The restrictions set forth in Clause 12.1 above shall not apply to transfers made to the following permitted transferees (the “Permitted Transferees”): 12.2.1 the Directors, any affiliates or family members of any of the applicable registration statement (orDirectors; 12.2.2 the Founders, any affiliates or family members of any of the Founders, any members of the Sponsor, or any affiliates of the Sponsor; 12.2.3 in the case of an offering on individual, as a delayed gift to such person’s immediate family or continuous basis to a trust, the beneficiary of which is a member of such person’s immediate family or an affiliate of such person, or to a charitable organisation; 12.2.4 in the case of an individual, by virtue of laws of distribution and descent upon death of the individual; 12.2.5 in the case of an individual, pursuant to Rule 415 (a qualified domestic relations order; 12.2.6 any transferee, by private sales or any successor rule) under transfers made in connection with the Securities Actconsummation of a Business Combination at prices no greater than the price at which the securities were originally acquired; 12.2.7 in the case of an entity, the date that by virtue of the applicable public offering commences)laws upon dissolution of the Sponsor; 12.2.8 each Cornerstone Investor, or such earlier time as in accordance with their respective Cornerstone Investor Agreements; 12.2.9 any transferee, in the event of a liquidation of the Company and prior to completion of a Business Combination; 12.2.10 in the managing underwriters shall agree. Notwithstanding case of an entity, by virtue of the foregoinglaws of its jurisdiction or its organisational documents or operating agreement; or 12.2.11 any transferee, no Holder shall be obligated in the event of the Company’s completion of a liquidation, merger, demerger, share exchange, reorganisation or other similar transaction which results in all of the Ordinary Shareholders having the right to execute exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of a Lock-Up Agreement unless Business Combination, 12.3 Each of the Parties (other than the Company) hereby appoints the Company as its representative for the purpose of execution of an Accession Agreement and each other selling stockholderhereby authorises the Company to sign such Accession Agreement on its behalf, if any, in such offering also executes agreements substantially similar whenever an Accession Agreement is required to such Lock-Up have a Permitted Transferee become a party to this Agreement. The provisions of this Section 4 shall apply as long as any Holder is the beneficial owner of any Registrable Shares or any Shares that were but have ceased to be Registrable Shares. (b) Notwithstanding any other provision of this Agreement12.4 Pursuant to the Cornerstone Investment Agreements, each Cornerstone Investor has agreed to the Company shall not be obligated to take any action hereunder that would violate any lock-up or similar restriction binding on arrangements set out in this Clause 12, as if, for the Company in connection with a prior or pending registration or underwritten offeringavoidance of doubt, the Founder Shares and Founder Warrants it owns were Founder Shares and Founder Warrants held by the Sponsor.

Lock-Up Arrangements. (a) If Neither the Company sells Shares nor Xxxxxx shall, without the prior written consent of the Dealer Manager, which consent shall not be unreasonably withheld, during the period commencing on the date hereof and ending 90 days after the date of the expiration of the Exchange Offer (the "Expiration Date") or such earlier date as the Exchange Offer may be abandoned, terminated or withdrawn, (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, file a registration statement in respect of, or otherwise transfer or dispose of, directly or indirectly, any shares of Class H Common Stock or any securities convertible into or exercisable or exchangeable for Class H Common Stock, provided that this provision shall not apply to shares of the Company's Common Stock, par value $1-2/3 per share ("$1-2/3 Par Value Common Stock") or (ii) 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 Class H Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Class H Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the issuance of shares of Class H Common Stock to be exchanged for shares of $1-2/3 Par Value Common Stock pursuant to the Exchange Offer; (B) the issuance and contribution of the shares of Class H Common Stock by the Company to its voluntary employees' beneficiary association trust and its U.S. pension plan for hourly-rate employees; (C) the grant of options or warrants or restricted stock awards convertible into or exercisable for shares of Class H Common Stock pursuant to existing employee benefit plans, provided such options, warrants or awards are not exercisable and such units do not vest prior to the termination of the lock-up period referred to herein; (D) the issuance of shares of Class H Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Dealer Manager has been advised in writing; (E) except as otherwise provided in (C), the issuance or transfer of shares of Class H Common Stock pursuant to the terms of existing employee benefit plans or dividend reinvestment plans of the Company or any subsidiary of the Company; (F) the issuance or transfer of shares of Class H Common Stock pursuant to the terms of any other agreement to issue shares of Class H Common Stock (or any securities convertible into or exchangeable or exercisable for shares of Class H Common Stock) in effect on the date of the original filing of the Registration Statement; (or otherwise representing a right to acquireG) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act (whether or not any Holder is given an opportunity to participate)issuance of, or if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registrationtransactions involving, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders), or if the Company determines in its sole discretion, that a public sale or distribution of Shares outside such offering would adversely affect such offering, then, if requested by the Company, neither the Company nor any Holder shall sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the registration of, any Registrable Shares or former Registrable Shares (or any securities of the Company other than Class H Common Stock, including, but not limited to, shares of $1-2/3 Par Value Common Stock; (H) the issuance of shares of Class H Common Stock to persons who become employees of Xxxxxx as senior executive officers, provided such shares may not be sold or otherwise transferred by such senior executive officers prior to the termination of the lock-up period referred to herein; (I) any Person that are offer or sale of shares of Class H Common Stock (or securities convertible into or exchangeable for, or otherwise represent a right to acquire, any for such shares) (except as part consideration in any merger, strategic alliance, consolidation, business combination or other similar transaction or in any acquisition by the Company or any subsidiary of the Company of the capital stock or a substantial portion of the assets of any other entity in a transaction that would, in each case, not constitute a "public offering" of such underwritten offering or with the consent of the underwriters in such offering) (such agreement not to sell, a “Lock-Up Agreement”) during the period beginning 7 days prior to, and extending through the 90th day after, the effective date of the applicable registration statement (or, in the case of an offering on a delayed or continuous basis pursuant to Rule 415 shares (or any successor ruleother such securities) under within the meaning of the Securities Act, the date provided that the applicable public offering commences), recipient of such shares (or such earlier time as other securities) agrees in writing not to offer or sell such shares prior to the Company and termination of the managing underwriters shall agree. Notwithstanding the foregoing, no Holder shall be obligated to execute a Lock-Up Agreement unless the Company and each other selling stockholder, if any, in such offering also executes agreements substantially similar to such Lock-Up Agreement. The provisions of this Section 4 shall apply as long as any Holder is the beneficial owner of any Registrable Shares or any Shares that were but have ceased to be Registrable Shares. (b) Notwithstanding any other provision of this Agreement, the Company shall not be obligated to take any action hereunder that would violate any lock-up period referred to herein or (J) making any offer or sale of shares of Class H Common Stock (or securities convertible or exchangeable for such shares) as consideration in any merger, strategic alliance, consolidation, business combination or other similar restriction binding on transaction or in any acquisition by the Company or any subsidiary of the Company of the capital stock or a substantial portion of the assets of any other entity in connection with a transaction that would, in each case, constitute a "public offering" of such shares (or other such securities) within the meaning of the Securities Act, provided that such entity and the officers, directors and affiliates of such entity that are the recipients of such shares (or such other securities) agree in writing not to offer or sell such shares prior or pending registration or underwritten offeringto the termination of the lock-up period referred to herein and (K) the issuance of shares of Class H Common Stock to existing holders of such stock for the purposes of effecting the possible stock split referred to in the Prospectus.

Lock-Up Arrangements. (a) If Notwithstanding anything herein to the Company sells Shares or other securities convertible into or exchangeable contrary, the Purchaser agrees that such Purchaser shall not, for (or otherwise representing a right period commencing on the date of the final prospectus relating to acquire) Shares in a primary underwritten offering Qualifying IPO, pursuant to any an effective registration statement under the Securities Act (whether or not any Holder is given an opportunity to participate), or if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration, covering the offer and if sale of Common Stock for the managing underwriters for such offering advise account of the Company and ending six (in which case 6) months thereafter (the Company promptly shall notify the Holders), or if the Company determines in its sole discretion, that a public sale or distribution of Shares outside such offering would adversely affect such offering, then, if requested by the Company, neither the Company nor any Holder shall sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the registration of, any Registrable Shares or former Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any such shares) (except as part of such underwritten offering or with the consent of the underwriters in such offering) (such agreement not to sell, a “Lock-Up AgreementPeriod”) during the period beginning 7 days prior directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, and extending through pledge, borrow or otherwise dispose of any Securities or the 90th day after, shares of Common Stock underlying such Securities (the effective date of the applicable registration statement (or, in the case of an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule) under the Securities Act, the date that the applicable public offering commences“Relevant Securities”), or such earlier time as the Company and the managing underwriters shall agree. Notwithstanding the foregoing, no Holder and subject to the conditions below, the Purchaser may transfer the Relevant Securities in the transactions described in clauses (i) through (vi) below, provided that (1) the Company receives a signed lock-up agreement for the balance of the lock-up period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be obligated to execute a reported in any public report or filing with the Securities and Exchange Commission, or otherwise during the Lock-Up Agreement unless Period and (4) the Company and each other selling stockholder, if any, in Purchaser does not otherwise voluntarily effect any public filing or report regarding such offering also executes agreements substantially similar to such transfers during the Lock-Up Agreement. The provisions of this Section 4 shall apply as long as any Holder is the beneficial owner of any Registrable Shares or any Shares that were but have ceased to be Registrable Shares.Period: (bi) Notwithstanding as a bona fide gift or gifts; or (ii) to any trust for the direct or indirect benefit of the Purchaser or the immediate family of the Purchaser; or (iii) as a distribution to members, partners or stockholders of the Purchaser; (iv) to the Purchaser’s affiliates or to any investment fund or other provision of this Agreemententity controlled or managed by the Purchaser, provided that such affiliate, investment fund or other entity controlled or managed by the Company Purchaser shall not be obligated formed for the sole purpose of transferring, for value or otherwise, the Relevant Securities; or (v) to take any action hereunder that would violate beneficiary of the Purchaser pursuant to a will or other testamentary document or applicable laws of descent; or (vi) to any lock-up corporation, partnership, limited liability company or similar restriction binding on other entity all of the Company in connection with a prior beneficial ownership interests of which are held by the Purchaser or pending registration immediate family of the Purchaser. For purposes of this Section, “immediate family” shall mean any relationship by blood, marriage or underwritten offeringadoption, not more remote than first cousin.

Lock-Up Arrangements. (a) If Notwithstanding anything herein to the Company sells Shares or other securities convertible into or exchangeable contrary, the Purchaser agrees that such Purchaser shall not, for (or otherwise representing a right period commencing on the date of the final prospectus relating to acquire) Shares in a primary underwritten offering Qualifying IPO, pursuant to any an effective registration statement under the Securities Act (whether or not any Holder is given an opportunity to participate), or if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration, covering the offer and if sale of Common Stock for the managing underwriters for such offering advise account of the Company and ending six (in which case 6) months thereafter (the Company promptly shall notify the Holders), or if the Company determines in its sole discretion, that a public sale or distribution of Shares outside such offering would adversely affect such offering, then, if requested by the Company, neither the Company nor any Holder shall sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the registration of, any Registrable Shares or former Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any such shares) (except as part of such underwritten offering or with the consent of the underwriters in such offering) (such agreement not to sell, a “Lock-Up AgreementPeriod”) during the period beginning 7 days prior directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, and extending through pledge, borrow or otherwise dispose of any Securities or the 90th day after, shares of Common Stock underlying such Securities (the effective date “Relevant Securities”). Any waiver of the applicable registration statement Lock-Up Period granted to any of the Purchasers, or waiver of any lock-up period to less than a period of six (or6) months by which any of the officers, in directors or stockholders of the case of an offering Company are bound, shall be made on a delayed or continuous pro rata basis pursuant to Rule 415 (or any successor rule) under all of the Securities Act, the date that the applicable public offering commences), or such earlier time as the Company and the managing underwriters shall agreePurchasers. Notwithstanding the foregoing, no Holder and subject to the conditions below, the Purchaser may transfer the Relevant Securities in the transactions described in clauses (i) through (vi) below, provided that (1) the Company receives a signed lock-up agreement for the balance of the lock-up period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be obligated to execute a reported in any public report or filing with the Securities and Exchange Commission, or otherwise during the Lock-Up Agreement unless Period and (4) the Company and each other selling stockholder, if any, in Purchaser does not otherwise voluntarily effect any public filing or report regarding such offering also executes agreements substantially similar to such transfers during the Lock-Up Agreement. The provisions of this Section 4 shall apply as long as any Holder is the beneficial owner of any Registrable Shares or any Shares that were but have ceased to be Registrable Shares.Period: (bi) Notwithstanding as a bona fide gift or gifts; or (ii) to any trust for the direct or indirect benefit of the Purchaser or the immediate family of the Purchaser; or (iii) as a distribution to members, partners or stockholders of the Purchaser; (iv) to the Purchaser’s affiliates or to any investment fund or other provision of this Agreemententity controlled or managed by the Purchaser, provided that such affiliate, investment fund or other entity controlled or managed by the Company Purchaser shall not be obligated formed for the sole purpose of transferring, for value or otherwise, the Relevant Securities; or (v) to take any action hereunder that would violate beneficiary of the Purchaser pursuant to a will or other testamentary document or applicable laws of descent; or (vi) to any lock-up corporation, partnership, limited liability company or similar restriction binding on other entity all of the Company in connection with a prior beneficial ownership interests of which are held by the Purchaser or pending registration immediate family of the Purchaser. For purposes of this Section, “immediate family” shall mean any relationship by blood, marriage or underwritten offeringadoption, not more remote than first cousin.

Lock-Up Arrangements. (a) If Each of the Company sells Shares Sponsors and Insiders agrees not to sell or other securities convertible into or exchangeable for (or otherwise representing a right contract to acquire) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act (whether or not any Holder is given an opportunity to participate)transfer, or if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders), or if the Company determines in its sole discretion, that a public sale or distribution of Shares outside such offering would adversely affect such offering, then, if requested by the Company, neither the Company nor any Holder shall sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means indirectly, or announce an offer of any short sale)Class A Ordinary Shares received as remuneration by the Insiders, or request the registration of, any Registrable Founder Shares or former Registrable Shares Founder Warrants (or any securities interest therein in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing without the prior written consent of the Joint Global Coordinators: (i) in respect of the Founder Warrants, until the period ending 30 calendar days from the Business Combination Date; and (ii) in respect of such Founder Shares and Class A Ordinary Shares received upon the exchange of Founder Shares during the period up to 365 days from Business Combination Date or the passing of a resolution to voluntarily wind up the Company for failure to complete the Business Combination (whichever is the earlier), save that, (x) the lock-up undertaking shall not apply for the Sponsors and Insiders to the extent required to pay or provide liquidity for any Person taxation that are convertible into or exchangeable forbecomes due by them in connection with the Business Combination, or otherwise represent a right to acquireand (y), from the period commencing 150 days from the Business Combination Date, any such sharesClass A Ordinary Shares and Founder Shares held by the Sponsors and Insiders shall be released from the lock-up undertaking immediately after the Trading Day on which the closing price of the Class A Ordinary Shares for any 20 Trading Days out of a 30 consecutive Trading Day period equals or exceeds €12.00 and, (z) the lock-up undertaking shall not apply to the transfer of Class A Ordinary Shares by the Sponsors to such Major IPO Shareholders that have expressed the intention to purchase at least a total of 2,500,000 Units in the Offering at the Offer Price and will receive from the Sponsors a number of Class A Ordinary Shares corresponding to 2% of the number of Class A Ordinary Shares (except as forming part of the Units) such underwritten offering Major IPO Shareholder subscribed for in the Offering or with if less, such Major IPO Shareholder will hold upon the consent completion of the underwriters in Business Combination, provided that such offering) (such agreement Major IPO Shareholder does not to sell, a “Lock-Up Agreement”) during the period beginning 7 days prior to, and extending through the 90th day after, the effective date of the applicable registration statement (or, redeem its Class A Ordinary Shares subscribed for in the case of an offering Offering to the extent that such redemption would lead to such Major IPO Shareholder holding fewer than 2,500,000 Class A Ordinary Shares at any time and that on a delayed or continuous basis pursuant to Rule 415 (or any successor rule) under the Securities Act, the date that is two Trading Days after the applicable public offering commences)Redemption Date, or such earlier time as the Company and the managing underwriters shall agreeit owns at least 2,500,000 Class A Ordinary Shares. Notwithstanding the foregoing, no Holder shall be obligated to execute a Lock-Up Agreement unless the Company and each other selling stockholder, if any, in such offering also executes agreements substantially similar to such Lock-Up Agreement. The provisions Such number of this Section 4 shall apply as long as any Holder is the beneficial owner of any Registrable Class A Ordinary Shares or any Shares that were but have ceased to be Registrable Shareswill not exceed 140,000. (b) Notwithstanding any other provision of this Agreement, the Company shall not be obligated to take any action hereunder that would violate any lock-up or similar restriction binding on the Company in connection with a prior or pending registration or underwritten offering.