Common use of Lock-Up Provisions Clause in Contracts

Lock-Up Provisions. The Restricted Shareholder agrees that, from and after the date of this Agreement (“Effective Date”) and through and including the twelve (12) month anniversary of the Effective Date (the “Lockup Period”), the Restricted Shareholder irrevocably agrees it will not offer, pledge, hypothecate, encumber, gift, 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, grant any proxy or enter into any voting or similar agreement with respect thereto, or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of the Restricted Shareholder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, the Restricted Shareholder’s Shares). In furtherance thereof, the Company will (i) place a stop order on all of the Restricted Shareholder’s Shares, (ii) notify its transfer agent in writing of the stop order and the restrictions on the Restricted Shareholder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Restricted Shareholder to resell or transfer any of the Restricted Shareholder’s Shares in violation of this Agreement except to the extent a Transfer is required by any rule, regulation, order, writ or decree of any court, governmental or regulatory authority or agency. The foregoing restriction is expressly agreed to preclude the Restricted Shareholder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Shareholder’s Shares even if such Shares would be disposed of by someone other than the Restricted Shareholder. 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 Restricted Shareholder’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares.

Lock-Up Provisions. The Restricted Shareholder (a) Each Holder hereby agrees thatnot to, during the period commencing from the Closing and after ending 180 calendar days from the date of this Agreement (“Effective Date”) and through and including the twelve (12) month anniversary of Closing, with respect to the Effective Date Restricted Securities held by such Holder (the “Lockup Lock-Up Period”), the Restricted Shareholder irrevocably agrees it will not (A) lend, offer, pledge, hypothecate, encumber, giftdonate, assign, 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, grant any proxy or enter into any voting or similar agreement with respect thereto, or otherwise transfer or dispose of, directly or indirectlyof any Restricted Securities, or announce the offering of(B) 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 Restricted ShareholderSecurities, whether any such transaction described in clauses (A) or (B) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (A) or (B), a “Prohibited Transfer”); provided that, for the avoidance of doubt, nothing in this Agreement shall be deemed to restrict the Company’s Shares (including any securities convertible into, or exchangeable for, or representing obligation under the rights Purchase Agreement to receiveuse its commercially reasonable efforts to file and cause to become effective a registration statement with the Securities and Exchange Commission in respect of the Restricted Securities. Notwithstanding the foregoing, the Restricted Shareholder’s Shares). In furtherance thereof, the Company will Lock-Up Period and restrictions set forth in this Section 1 shall not apply to the: (iA) place a stop order on transfer of any or all of the Restricted Shareholder’s SharesSecurities by a bona fide gift, charitable contribution or by will or intestacy; (B) transfer to any trust, partnership or limited liability company for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); (C) transfer to a nominee or custodian of the undersigned; (D) 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; provided, however, that in the case of each of clauses (A), (iiB) notify its and (C), it shall be a condition to such transfer agent that the transferee executes and delivers to the Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to such holder, and there shall be no further transfer of such Restricted Securities except in writing accordance with this Agreement; provided, further, that in the case of each of clauses (A), (B) and (C) such transfer or distribution shall not involve a disposition for value. Notwithstanding any other provision contained herein, the undersigned shall be permitted to tender the Restricted Securities pursuant to a tender offer for the Company’s Class A Common Stock or any other transaction, including, without limitation, a merger, consolidation or other business combination, involving a change of control of the stop order and Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the restrictions on undersigned may agree to transfer, sell, tender or otherwise dispose of the Restricted Shareholder’s Shares under this Agreement and direct the transfer agent not to process Securities in connection with any attempts by the Restricted Shareholder to resell such transaction, or transfer vote any of the Restricted Shareholder’s Shares Securities in violation favor of any such transaction); provided that all of the Restricted Securities subject to this Agreement except that are not so transferred, sold, tendered or otherwise disposed of shall remain subject to the extent this Agreement; provided, further, that it shall be a Transfer is required by any rule, regulation, order, writ or decree condition of any courtsuch transfer, governmental sale, tender or regulatory authority or agency. The foregoing restriction is expressly agreed to preclude the Restricted Shareholder from engaging in any hedging other disposition that if such tender offer or other transaction which is designed not completed, all of the undersigned’s Restricted Securities subject to this Agreement shall remain subject to the restrictions herein. The Holders further agree to execute such agreements as may be reasonably requested by the Company that are consistent with the foregoing or which reasonably could that are necessary to give further effect thereto. (b) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be expected null and void ab initio, and the Company shall refuse to lead to or result in a sale or disposition recognize any such purported transferee of the Restricted Shareholder’s Shares even if such Shares would be disposed Securities as one of by someone other than its equity holders for any purpose. In order to enforce this Section 1, the Restricted Shareholder. 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) Company may impose stop-transfer instructions with respect to any the Restricted Securities (and permitted transferees and assigns thereof) until the end of the Lock-Up Period. (c) During the Lock-Up Period, each certificate, book-entry position or other designation evidencing any Restricted Shareholder’s Shares or Securities shall be marked with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF APRIL 1, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SECURITIES). A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (d) For the avoidance of doubt, each Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities during the Lock-Up Period, including the right to vote any security Restricted Securities that includesare entitled to vote, relates toas well as to receive any stock or cash dividends, or derives any significant part if declared. The Company agrees to (i) instruct its transfer agent to remove the legend in clause (c) immediately above (if any) upon the expiration of the Lock-Up Period and (ii) if requested by the transfer agent, cause its value from such Shareslegal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under subclause (i).

Lock-Up Provisions. The Restricted Shareholder agrees that, from and after (a) [For the date of this Agreement applicable Lock-Up Period (“Effective Date”) and through and including the twelve (12) month anniversary of the Effective Date (the “Lockup Period”as defined below), notwithstanding anything to the Restricted Shareholder irrevocably agrees it will contrary set forth in the Company’s bye-laws or any other agreement, except as set forth herein, the Holder shall not (i) lend, offer, pledge, hypothecate, encumber, gift, 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, grant or otherwise transfer or dispose of, directly or indirectly, (a) any proxy Company Post-Closing Common Shares that are outstanding and owned by the Holder immediately following the Effective Time (the “Covered Common Shares”) or (b) any securities that are outstanding and owned by the Holder immediately following the Effective Time that are convertible into or exercisable or exchangeable (directly or indirectly) for Company Post-Closing Common Shares (including, without limitation, Company Post-Closing Common Shares or other securities that may be issued after the Effective Time upon exercise, vesting or settlement, as applicable, of any stock option, restricted stock unit, capped value appreciation right or other equity or equity-based award or interest, including for the avoidance of doubt, Adjusted Options, Adjusted RSU Awards and Adjusted CVAR Awards (the securities described in this clause (b), the “Covered Other Securities” and, together with the Covered Common Shares, the “Covered Securities”)), or (ii) enter into any voting swap, hedge or similar agreement other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Covered Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Covered Securities, in cash or otherwise, and whether any such transaction is made or executed by or on behalf of someone other than the Holder (each, a “Sale Transaction”), in each case, without the prior written consent of the Company. The foregoing limitations shall remain in full force and effect for a period of (A) with respect theretoto 100% of the Covered Securities, six (6) months from and after the Closing Date, (B) with respect to 75% of the Covered Securities (rounded up to the nearest whole share or other security, as the case may be), twelve (12) months from and after the Closing Date and (C) with respect to 50% of the Covered Securities (rounded up to the nearest whole share or other security, as the case may be), thirty-six (36) months from and after the Closing Date (the periods set forth in the foregoing clauses (A) through (C), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Covered Securities held by all entities constituting the Holder, and calculated on an aggregated basis. The Company may impose stop-transfer instructions with respect to the Covered Securities subject to the restrictions set forth in this Section 1(a). For the avoidance of doubt, the Covered Securities shall be measured on an as-exercised or as-converted basis, as applicable.]2 2 To be included for Holders other than the MAAC Sponsor. (a) [For the applicable Lock-Up Period (as defined below), notwithstanding anything to the contrary set forth in the Company’s bye-laws or any other agreement, except as set forth herein, the Holder shall not (i) lend, 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, or otherwise transfer or dispose of, directly or indirectly, any Company Post-Closing Common Shares or announce Company Warrants (it being understood and agreed that, for purposes of this Agreement, references to “Company Warrants” shall be deemed to include Company Post-Closing Common Shares underlying such Company Warrants), as applicable, that are outstanding and owned by the offering ofHolder immediately following the Effective Time (the “Covered Securities”) or (ii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the Restricted Shareholder’s economic consequences of ownership of any Covered Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Covered Securities, in cash or otherwise, and whether any such transaction is made or executed by or on behalf of someone other than the Holder (each, a “Sale Transaction”), in each case, without the prior written consent of the Company. The foregoing limitations shall remain in full force and effect for a period of: (A) with respect to 100% of the Company Post-Closing Common Shares owned by the Holder as of immediately following the Effective Time, six (6) months from and after the Closing Date, (B) with respect to 25% of the Company Post-Closing Common Shares owned by the Holder as of immediately following the Effective Time, the earlier of (I) twelve (12) months following the date on which the applicable Earn-Out Shares (as such term is defined in the Sponsor Support Agreement) vest pursuant to Section 2 of the Sponsor Support Agreement and (II) seventy-two (72) months from and after the Closing Date, (C) with respect to 50% of the Company Post-Closing Common Shares owned by the Holder as of immediately following the Effective Time, thirty-six (36) months from and after the Closing Date, (D) with respect to 100% of the Company Warrants owned by the Holder as of immediately following the Effective Time, six (6) months from and after the Closing Date, (E) with respect to 75% of the Company Warrants owned by the Holder as of immediately following the Effective Time, twelve (12) months from and after the Closing Date and (F) with respect to 50% of the Company Warrants owned by the Holder as of immediately following the Effective Time, thirty-six (36) months from and after the Closing Date (the periods set forth in the foregoing clauses (A) through (F), as applicable, the “Lock-Up Period”). Notwithstanding the foregoing, the Lock-Up Period described in clauses (A), (B) and/or (C) shall apply to Covered Securities that are Company Post-Closing Common Shares (other than the Earn-out Shares), the $15 Earn-Out Shares (as such term is defined in the Sponsor Support Agreement) and the $20 Earn-out Shares (as such term is defined in the Sponsor Support Agreement) in the manner (and in the applicable proportions) set forth on Annex A hereto. The Company may impose stop-transfer instructions with respect to the Covered Securities subject to the restrictions set forth in this Section 1(a). For the avoidance of doubt, (1) any Earn-Out Shares that vest pursuant to the Sponsor Support Agreement shall remain subject to any applicable Lock-Up Period set forth herein and (2) notwithstanding the expiration of any Lock-Up Period with respect to any Earn-Out Shares, such shares shall remain subject to any applicable restrictions set forth in the Sponsor Support Agreement. For the avoidance of doubt, the Covered Securities shall be measured on an as-exercised or as-converted basis, as applicable.]3 3 To be included for the MAAC Sponsor. (b) The restrictions set forth in Section 1(a) shall not apply to: (i) any securities issued to the Holder in connection with a PIPE Subscription Agreement, including any securities convertible into, or exchangeable Covered Securities received in exchange for, or representing converted for, securities acquired pursuant to a PIPE Subscription Agreement; (ii) [if the rights Holder is a party to receivethe Registration Rights Agreement, the Restricted Shareholdersale of any Company Post-Closing Common Shares pursuant to the Holder’s Shares). In furtherance thereofexercise of the piggyback registration rights set forth in, and in accordance with the terms and conditions of, the Company will Registration Rights Agreement, so long as such sale is consummated during the six (i6) place months from and after the Closing Date;]4 (iii) a stop order on transfer of any or all of the Restricted Shareholder’s SharesCovered Securities: (A) by gift, will, intestate succession or charitable contribution; (iiB) notify its transfer agent to any Permitted Transferee (as defined below); (C) by operation of law or pursuant to a court order or an order of a regulatory agency, such as a qualified domestic relations order, divorce decree or separation agreement; (D) to the Company pursuant to the exercise, in writing each case on a “cashless” or “net exercise” basis, of any [Covered Other Securities]5 [Company Warrants]6 (provided that any Company Post-Closing Common Shares received by the Holder upon any such exercise will be subject to the terms of Section 1(a)); (E) [for purposes of satisfying any withholding taxes and/or estimated taxes due as a result of the stop order exercise, vesting or settlement, as applicable, of any Covered Other Securities;]7 (F) in connection with the Company’s consummation of a liquidation, merger, amalgamation, share exchange, reorganization, tender offer or other similar transaction that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for cash, securities or other property; or (G) by pledging, hypothecating or otherwise granting a security interest in Covered Securities in a bona fide transaction to one or more unaffiliated lending institutions as collateral or security for any margin loan and any transfer in the event of foreclosure upon such Covered Securities as a result of a default on such margin loan (so long as any such pledge, hypothecation or grant of security interest shall be on terms consistent with customary margin loans, and the restrictions on Holder shall provide the Restricted ShareholderCompany with written notice prior to entering into such margin loan); 4 To be included for Holders other than the Founder, Mxxxxxx Xxxxx and the MAAC Sponsor. 5 To be included for Holders other than the MAAC Sponsor. 6 To be included for the MAAC Sponsor. 7 To be included for Holders other than the MAAC Sponsor. (H) a sale or other transfer by an Upstream Equity Holder of its direct or indirect common stock or membership, partnership or other equity ownership interest in the Holder (whether or not for consideration); (I) [to cover any direct or indirect tax obligations (including satisfying any withholding taxes and/or estimated taxes due as a result of the exercise, vesting or settlement, as applicable, of any securities) that may accrue to the Holder, the Holder’s Shares under direct or indirect owners or the Holder’s Permitted Transferees (so long as, in all such transfers pursuant to this Agreement and direct clause (I), no more than 5% in the transfer agent not to process any attempts by aggregate of the Restricted Shareholder to resell or transfer Holder’s Covered Securities are transferred);]8 provided, however, that in the case of any of the Restricted Shareholder’s Shares foregoing clauses (A), (B) or (C), the transferee in violation such transfer shall agree in a writing delivered to the Company that the Covered Securities so transferred will thereafter continue be subject to the terms of Section 1(a) unless released earlier in accordance with Section 1(h) of this Agreement except Agreement; and (iv) the establishment or modification of a written plan meeting the requirements of Rule 10b5-1 of the Exchange Act that does not provide for the sale or transfer of Covered Securities during the Lock-Up Period; provided that, to the extent a Transfer public announcement or filing under the Exchange Act is required by any ruleregarding the establishment or modification of such plan, regulationsuch announcement or filing shall include a statement to the effect that no sales or transfers of Covered Securities may be made under such plan during the Lock-Up Period. (c) As used in this Agreement, orderthe term “Permitted Transferee” means: (A) the Holder’s immediate family (which shall mean, writ or decree of any court, governmental or regulatory authority or agency. The foregoing restriction is expressly agreed to preclude the Restricted Shareholder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Shareholder’s Shares even if such Shares would be disposed of by someone other than the Restricted Shareholder. 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 natural person, any of the Restricted Shareholderfollowing: such person’s Shares spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (B) any entities controlled by, controlling or under common control with the Holder, (C) any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, (D) if the Holder is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (E) if the Holder is an entity, any direct or indirect partners, members or equity holders of the Holder, any affiliate (as defined in Rule 405 promulgated under the Securities Act) or employee of the Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates (including, for the avoidance of doubt, where the Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), and (F) a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under this Agreement. As used in this Agreement, the term “Upstream Equity Holder” means, with respect to any security that includesthe Holder, relates toits direct or indirect stockholders, partners, members or derives any significant part of its value from such Sharesother equity holders.

Lock-Up Provisions. The Restricted Shareholder (a) Holder hereby agrees thatnot to, from and after without the date of this Agreement (“Effective Date”) and through and including the twelve (12) month anniversary prior written consent of the Effective Date Acquiror in accordance with Section 2(h), during the period (the “Lockup Lock-Up Period”)) commencing from the Closing and ending on the Lock-Up Expiry Date: (i) sell, the Restricted Shareholder irrevocably agrees it will not offeroffer to sell, contract or agree to sell, hypothecate, pledge, hypothecate, encumber, gift, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, grant any proxy or enter into any voting or similar agreement with respect thereto, or otherwise transfer dispose of or agree to dispose of, directly or indirectly, or announce establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the offering ofmeaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities owned by Holder, (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 Restricted Shareholder’s Shares (including any securities convertible intoSecurities owned by Holder, or exchangeable for, or representing the rights (iii) publicly announce any intention to receive, the Restricted Shareholder’s Shares). In furtherance thereof, the Company will effect any transaction specified in clause (i) place or (ii) (any of the foregoing described in clauses (i), (ii) or (iii), a stop order on “Prohibited Transfer”); provided that any pledge, hypothecation or other grant of a security interest in Restricted Securities to one or more lending institutions as collateral or security for or in connection with any margin loan, or other loans, advances or extensions of credit entered into by Holder or any of its affiliates or any refinancings thereof and any transfers of such Restricted Securities upon foreclosure, shall not be deemed a Prohibited Transfer, so long as such lending institutions agree in writing to be bound by the restrictions set forth in this Agreement as Permitted Transferees; and provided, further, that, for the avoidance of doubt, to the extent the undersigned has demand, piggyback and/or other registration rights, the foregoing shall not prohibit the undersigned from notifying the Acquiror privately that it is or will be exercising its demand and/or piggyback registration rights following the expiration of the Lock-Up Period and requiring preparations related thereto, including confidential submission of a registration statement with the SEC. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Shareholder’s SharesSecurities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (iiII) notify its to any Permitted Transferee (as defined below), (III) by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement or (IV) in connection with the Acquiror’s consummation of a liquidation, merger, share exchange, reorganization, tender offer or other similar transaction that results in all of Acquiror’s stockholders having the right to exchange their equity holdings in Acquiror for cash, securities or other property; provided, however, that in any of cases (I), (II) or (III) it shall be a condition to such transfer agent in writing of that the stop order transferee executes and delivers to Acquiror and the restrictions on Company an agreement, in substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Shareholder’s Shares under this Agreement and direct Securities subject to the transfer agent not to process any attempts by the Restricted Shareholder to resell or transfer any of the Restricted Shareholder’s Shares in violation provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except to in accordance with this Agreement. As used in this Agreement, the extent a Transfer is required by any ruleterm “Permitted Transferee” shall mean: (A) the members of Holder’s immediate family (for purposes of this Agreement, regulation, order, writ or decree of any court, governmental or regulatory authority or agency. The foregoing restriction is expressly agreed to preclude the Restricted Shareholder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Shareholder’s Shares even if such Shares would be disposed of by someone other than the Restricted Shareholder. 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) “immediate family” shall mean with respect to any natural person, any of the Restricted Shareholderfollowing: such person’s Shares spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (B) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (C) if Holder is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (D) if Holder is an entity, any direct or indirect partners, members or equity holders of Holder, any affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates and (E) in the case of TS or Atairos (each, a “Major Holder”), any Permitted Transferee of such Holder as defined in the Stockholders’ Agreement as in effect as of the Closing. Holder further agrees to execute such agreements as may be reasonably requested by Acquiror or the Company that are consistent with respect the foregoing or that are necessary to any security that includes, relates to, or derives any significant part of its value from such Sharesgive further effect thereto.