Common use of Lock-Up Provisions Clause in Contracts

Lock-Up Provisions. (a) The Holders hereby agree not to, during the period commencing from the Closing and through the earlier of (x) the one hundred and eightieth (180) day anniversary of the date of the Closing and (y) the date after the Closing on which the Company consummates a Change of Control (as defined in the BCA) (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, 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, or otherwise transfer or dispose of any Restricted Securities, 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 Restricted Securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i) or (ii), a “Prohibited Transfer”); and provided, for the avoidance of doubt, that nothing in this Agreement shall restrict any Holder’s right to cause the Company to file and cause to become effective a registration statement with the Securities and Exchange Commission naming such Holder as a selling securityholder (and to make any required disclosures on Schedule 13D in respect thereof). The foregoing sentence shall not apply: (A) to the transfer of any or all of the Restricted Securities by a bona fide gift or charitable contribution; (B) to the transfer of any or all of the Restricted Securities to any Permitted Transferee; (C) to the 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; and (D) with respect to voting rights pursuant to the execution and delivery of a support, voting or similar agreement in connection with a Change of Control; provided, however, that in any of cases (A) or (B), it shall be a condition to such transfer 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 accordance with this Agreement; provided, further, that in any of the of cases (A) or (B) such transfer or distribution shall not involve a disposition for value.

Lock-Up Provisions. (a) The Holders Holder hereby agree agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and through ending on the earlier of (x) with respect to (A) two-fifths (2/5th) of the one hundred Lock-up Securities (as defined below), the date six (6) months following the Closing and eightieth (180B) day anniversary the remaining three-fifths (3/5th) of the Lock-up Securities, the date thirty-six (36) months following the date of the Closing and (y) the date after the Closing on which the Company consummates Pubco will consummate a Change of Control (as defined in the BCA) (the “LockChange-Up Period”): of-Control” transaction: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree 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 or agree to transfer or dispose of, directly or indirectly, or establish or increase of a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Restricted Lock-up Securities, 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 Restricted Lock-up Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iiiii), a “Prohibited Transfer”); and provided. For purposes of this Agreement, for the avoidance number of doubt, that nothing in this Agreement shall restrict any Holder’s right to cause PubCo Securities into which the Company to file and cause to become effective a registration statement Securities currently beneficially owned by the Holder will convert upon Closing as specified on the signature page hereto, together with the Securities and Exchange Commission naming such Holder any securities paid as a selling securityholder (and to make any required disclosures on Schedule 13D in respect thereof). The foregoing sentence shall not apply: (A) to the transfer of any dividends or all of the Restricted Securities by a bona fide gift or charitable contribution; (B) to the transfer of any or all of the Restricted Securities to any Permitted Transferee; (C) to the 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; and (D) distributions with respect to voting rights pursuant such securities, are referred to as the execution and delivery of a support, voting or similar agreement in connection with a Change of Control; provided, however, that in any of cases (A) or (B), it shall be a condition to such transfer 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 accordance with this Agreement; provided, further, that in any of the of cases (A) or (B) such transfer or distribution shall not involve a disposition for value“Lock-up Securities.”

Lock-Up Provisions. (a) The Holders Holder hereby agree agrees not to, to Transfer any of its Restricted Securities during the period (the “Lock-Up Period”) commencing from the Closing and through ending on the earlier earliest of (x) the one hundred Release Date, (y) the date after the occurrence of a Change of Control, and eightieth (180z) day anniversary the date on which the closing sale price of the date Pubco Ordinary Shares has equaled or exceeded $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing after the Closing; provided, however, that with respect to 50% of the Holder’s Restricted Securities, the Lock-up Period shall be the period commencing on the Closing and ending on the earliest of (x) the Release Date and (y) the date after the Closing on which the Company consummates occurrence of a Change of Control (as defined in Control. For the BCA) (purposes of this Agreement the term “Lock-Up Period”): Transfer” shall mean: (i) lend, offer, pledgepledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree 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 or agree to 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), any Restricted Securities, 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 Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i) or (ii), a “Prohibited Transfer”); and provided, for the avoidance of doubt, that nothing in this Agreement shall restrict any Holder’s right to cause the Company to file and cause to become effective a registration statement with the Securities and Exchange Commission naming such Holder as a selling securityholder (and to make any required disclosures on Schedule 13D in respect thereof). The foregoing sentence shall not apply: (A) to the transfer of any or all of the Restricted Securities by a bona fide gift or charitable contribution; (B) to the transfer of any or all of the Restricted Securities to any Permitted Transferee; (C) to the 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; and (D) with respect to voting rights pursuant to the execution and delivery of a support, voting or similar agreement in connection with a Change of Control; provided, however, that in any of cases (A) or (B), it shall be a condition to such transfer 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 accordance with this Agreement; provided, further, that in any of the of cases (A) or (B) such transfer or distribution shall not involve a disposition for valueotherwise.

Lock-Up Provisions. (a) The Holders Holder hereby agree agrees not to, during the period commencing from the Closing and through the earlier of (x) the one hundred and eightieth (180) day anniversary of the date of the Closing and (y) the date after the Closing on which the Company consummates a Change of Control (as defined in the BCA) (the “Lock-Up Period”): ) commencing from the Closing and ending on the earlier of the date that is (x) twenty-four (24) months following the date of the Closing, (y) the date on which Pubco consummates a “Change-of-Control” transaction, and (z) the date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 270 days after the Closing: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree 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 any Restricted Securitiesor agree to 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Lock-up Securities (as defined below), (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 Lock-up Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iiiii), a “Prohibited Transfer”); and provided. For purposes of this Agreement, for the avoidance number of doubt, that nothing in this Agreement shall restrict any Holder’s right to cause Pubco Securities into which the Company to file and cause to become effective a registration statement Securities currently beneficially owned by the Holder are converted or exchanged upon the Closing, as specified on the signature page hereto, together with the Securities and Exchange Commission naming such Holder any securities paid as a selling securityholder (and to make any required disclosures on Schedule 13D in respect thereof). The foregoing sentence shall not apply: (A) to the transfer of any dividends or all of the Restricted Securities by a bona fide gift or charitable contribution; (B) to the transfer of any or all of the Restricted Securities to any Permitted Transferee; (C) to the 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; and (D) distributions with respect to voting rights pursuant such securities, are referred to as the execution and delivery of a support, voting or similar agreement in connection with a Change of Control; provided, however, that in any of cases (A) or (B), it shall be a condition to such transfer 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 accordance with this Agreement; provided, further, that in any of the of cases (A) or (B) such transfer or distribution shall not involve a disposition for value“Lock-up Securities.”

Lock-Up Provisions. (a) The Holders Holder hereby agree agrees not to, during the period commencing from the Closing and through the earlier of (x) the one hundred and eightieth (180) day anniversary of the date of the Closing and (y) the date after the Closing on which the Company consummates a Change of Control (as defined in the BCA) (the “Lock-Up Period”): ) commencing from the Closing and ending on the earlier of the date that is (x) twelve (12) months following the date of the Closing, (y) the date on which Pubco consummates a “Change-of-Control” transaction, and (z) the date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 270 days after the Closing: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree 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 any Restricted Securitiesor agree to 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Lock-up Securities (as defined below), (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 Lock-up Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iiiii), a “Prohibited Transfer”); and provided. For purposes of this Agreement, for the avoidance number of doubt, that nothing in this Agreement shall restrict any Holder’s right to cause Pubco Securities into which the Company to file and cause to become effective a registration statement Securities currently beneficially owned by the Holder are converted or exchanged upon the Closing, as specified on the signature page hereto, together with the Securities and Exchange Commission naming such Holder any securities paid as a selling securityholder (and to make any required disclosures on Schedule 13D in respect thereof). The foregoing sentence shall not apply: (A) to the transfer of any dividends or all of the Restricted Securities by a bona fide gift or charitable contribution; (B) to the transfer of any or all of the Restricted Securities to any Permitted Transferee; (C) to the 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; and (D) distributions with respect to voting rights pursuant such securities, are referred to as the execution and delivery of a support, voting or similar agreement in connection with a Change of Control; provided, however, that in any of cases (A) or (B), it shall be a condition to such transfer 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 accordance with this Agreement; provided, further, that in any of the of cases (A) or (B) such transfer or distribution shall not involve a disposition for value“Lock-up Securities.”

Lock-Up Provisions. (a) The Holders Holder hereby agree agrees not to, without the prior written consent of Pubco, during the period commencing from the Closing and through the earlier of (x) the one hundred and eightieth (180) day anniversary of the date of the Closing and (y) the date after the Closing on which the Company consummates a Change of Control (as defined in the BCA) (the “Lock-Up Period”): ) commencing from the Closing Date and ending on the earlier of (A) the six (6) month anniversary of the Closing Date (the “Anniversary Release”) and (B) the date on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of Pubco Stock for cash, securities or other property: (i) lendsell, offeroffer to sell, contract or agree to sell, hypothecate, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell grant any option to purchase or contract otherwise dispose of or agree to purchasedispose of, purchase any option directly or contract to sell, grant any option, right or warrant to purchaseindirectly, or otherwise transfer establish or dispose increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Restricted Securities, 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 any Restricted Securities, whether any such transaction described is to be settled by delivery of such securities, in clauses cash or otherwise, or (iii) publicly announce the intention to effect any transaction specified in clause (i) or (ii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iiiii), a “Prohibited Transfer”); and provided, for the avoidance of doubt, that nothing in this Agreement shall restrict any Holder’s right to cause the Company to file and cause to become effective a registration statement with the Securities and Exchange Commission naming such Holder as a selling securityholder (and to make any required disclosures on Schedule 13D in respect thereof). The foregoing sentence shall not apply: (A) apply to the transfer of any or all of the Restricted Securities owned by Holder (each, a bona fide gift or charitable contribution; “Permitted Transferee”): (I) in the case of an entity, transfers (A) to another entity that is an Affiliate of the Holder, (B) as part of a distribution to the transfer members, partners or stockholders of any or all of the Restricted Securities to any Permitted Transferee; Holder and (C) to officers or directors of Holder, any Affiliate or family member of any of Holder’s officers or directors, or to any members, officers, directors or employees of ▇▇▇▇▇▇ or any of its Affiliates; (II) in the establishment case of an individual, transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family or an Affiliate of such person; (III) to a charitable organization; (IV) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual or for bona fide estate planning purposes; (V) in the case of an individual, transfers pursuant to a qualified domestic relations order; (VI) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution or liquidation of the entity; (VII) transfers to satisfy any U.S. federal, state, or local income tax obligations of Holder (or its direct or indirect owners) to the extent necessary to cover any tax liability as a direct result of the Transactions; (VIII) in the form 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 pledge of Restricted Securities during the Lock-Up Period; and (D) with respect in a bona fide transaction as collateral to voting rights secure obligations pursuant to lending or other financing arrangements between a Holder (or its Affiliates), on the execution one hand, and delivery a third party, on the other hand, for the benefit of a support, voting such Holder and/or its Affiliates; or similar agreement in connection with a Change of Control(IX) transfers to Pubco; provided, however, that in any during the Lock-Up Period such third party shall not be permitted to foreclose upon such Restricted Securities or otherwise be entitled to enforce its rights or remedies with respect to the Restricted Securities, including, without limitation, the right to vote, transfer or take title to or ownership of cases (A) or (B)such Restricted Securities; provided, however, that it shall be a condition to such any transfer pursuant to clauses (I) through (VIII) above that the transferee Permitted Transferee executes and delivers to the Company Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to such holderHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement; provided, further, . ▇▇▇▇▇▇ further agrees to execute such agreements as may be reasonably requested by Pubco that are consistent with the foregoing or that are necessary to give further effect thereto. The restrictions set forth herein shall not restrict Holder from making a request for inclusion of its Restricted Securities in any registration statement pursuant to any registration rights agreement between Pubco and the Holder, provided that no public filing or public disclosure relating to such sale of securities is made during the Lock-Up Period. [(b) SPAC, Sponsor and the Insiders hereby agree that as of the Closing Date, Section 7 (Transfer Restrictions) of cases that certain letter agreement, dated as of May 20, 2025, by and among SPAC, Armada Sponsor II LLC, a Delaware limited liability company, and the Insiders (Ato which Sponsor joined as a party pursuant to that certain joinder dated August 28, 2025) (as amended, the “Insider Letter”), is to be of no further force and effect, and further confirm that by their signature hereto they are executing a written instrument that satisfies the requirements of Section 12 of the Insider Letter to change, amend, modify or waive a particular provision of the Insider Letter.]5 5 Note to Draft: To be included for Holders who are Insiders. (Bc) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Pubco shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Pubco may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or distribution otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2025, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) For the avoidance of any doubt, Holder shall not involve retain all of its rights as a disposition for valuestockholder of Pubco during the Lock-Up Period, including the right to vote any Restricted Securities.

Lock-Up Provisions. (a) The Holders Holder hereby agree agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and through ending on the earlier of (x) the one hundred and eightieth date six (1806) day anniversary of months following the date of the Closing and (y) the date after the Closing on which the Company consummates Pubco will consummate a Change of Control (as defined in the BCA) (the “LockChange-Up Period”): of-Control” transaction: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree 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 any Restricted Securitiesor agree to transfer or dispose of, directly or indirectly, or establish or increase of a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Lock-up Securities (as defined below), (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 Lock-up Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iiiii), a “Prohibited Transfer”); and provided. For purposes of this Agreement, for the avoidance number of doubt, that nothing in this Agreement shall restrict any Holder’s right to cause PubCo Securities into which the Company to file and cause to become effective a registration statement Securities currently beneficially owned by the Holder are converted or exchanged upon Closing as specified on the signature page hereto, together with the Securities and Exchange Commission naming such Holder any securities paid as a selling securityholder (and to make any required disclosures on Schedule 13D in respect thereof). The foregoing sentence shall not apply: (A) to the transfer of any dividends or all of the Restricted Securities by a bona fide gift or charitable contribution; (B) to the transfer of any or all of the Restricted Securities to any Permitted Transferee; (C) to the 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; and (D) distributions with respect to voting rights pursuant such securities, are referred to as the execution and delivery of a support, voting or similar agreement in connection with a Change of Control; provided, however, that in any of cases (A) or (B), it shall be a condition to such transfer 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 accordance with this Agreement; provided, further, that in any of the of cases (A) or (B) such transfer or distribution shall not involve a disposition for value“Lock-up Securities.”

Lock-Up Provisions. (a) The Holders Holder hereby agree agrees not to, during the period commencing from the Closing and through the earlier of (x) the one hundred and eightieth (180) day anniversary of the date of the Closing and (y) the date after the Closing on which the Company consummates a Change of Control (as defined in the BCA) (the “Lock-Up Period”): ) commencing from the Closing and ending on the earlier of the date that is (x) twenty-four (24) months following the date of the Closing, (y) the date on which Pubco consummates a “Change-of-Control” transaction, and (z) the date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 270 days after the Closing: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree 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 any Restricted Securitiesor agree to 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Lock-up Securities (as defined below), (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 Lock-up Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iiiii), a “Prohibited Transfer”); and provided. For purposes of this Agreement, for the avoidance number of doubtPubco Securities into which the Company Securities currently beneficially owned by the Holder are converted or exchanged upon the Closing, that nothing in as specified on the signature page hereto, together with any securities paid as dividends or distributions with respect to such securities, are referred to as the “Lock-up Securities.” Notwithstanding the foregoing, if ▇▇▇▇▇▇ has made a credit facility of at least $4,000,000 available to the Company from the date of this Agreement shall restrict any Holder’s right through the Closing, pursuant to cause a credit agreement in a form to be mutually agreed upon between the Company and Holder, the Lock-up Securities shall be subject to file and cause to become effective a registration statement with early release from the Securities and Exchange Commission naming such Holder as a selling securityholder restrictions hereunder on the date that is twelve (and to make any required disclosures on Schedule 13D in respect thereof). The foregoing sentence shall not apply: (A12) to months following the transfer of any or all date of the Restricted Securities by a bona fide gift or charitable contribution; (B) to the transfer of any or all of the Restricted Securities to any Permitted Transferee; (C) to the 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 Closing and the Lock-Up Period; and (D) with respect to voting rights pursuant to the execution and delivery of a support, voting or similar agreement in connection with a Change of Control; provided, however, that in any of cases (A) or (B), it Period shall be a condition deemed to have expired upon such transfer 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 accordance with this Agreement; provided, further, that in any of the of cases (A) or (B) such transfer or distribution shall not involve a disposition for valueearly release.

Lock-Up Provisions. (a) The Holders Holder hereby agree agrees not to, during the period commencing from the Closing and through the earlier of (x) the one hundred and eightieth (180) day anniversary of the date of the Closing and (y) the date after the Closing on which the Company consummates a Change of Control (as defined in the BCA) (the “Lock-Up Period”): ) commencing from the Closing and ending on the earlier of the date that is (x) twenty-four (24) months following the date of the Closing, (y) the date on which Pubco consummates a “Change-of-Control” transaction, and (z) the date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 270 days after the Closing: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree 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 any Restricted Securitiesor agree to 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Lock-up Securities (as defined below), (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 Lock-up Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iiiii), a “Prohibited Transfer”); and provided. For purposes of this Agreement, for the avoidance number of doubtPubco Securities into which the Company Securities currently beneficially owned by the Holder are converted or exchanged upon the Closing, that nothing in as specified on the signature page hereto, together with any securities paid as dividends or distributions with respect to such securities, are referred to as the “Lock-up Securities.” Notwithstanding the foregoing, if ▇▇▇▇▇▇ has made a credit facility of at least $2,000,000 available to the Company from the date of this Agreement shall restrict any Holder’s right through the Closing, pursuant to cause a credit agreement in a form to be mutually agreed upon between the Company and Holder, the Lock-up Securities shall be subject to file and cause to become effective a registration statement with early release from the Securities and Exchange Commission naming such Holder as a selling securityholder restrictions hereunder on the date that is twelve (and to make any required disclosures on Schedule 13D in respect thereof). The foregoing sentence shall not apply: (A12) to months following the transfer of any or all date of the Restricted Securities by a bona fide gift or charitable contribution; (B) to the transfer of any or all of the Restricted Securities to any Permitted Transferee; (C) to the 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 Closing and the Lock-Up Period; and (D) with respect to voting rights pursuant to the execution and delivery of a support, voting or similar agreement in connection with a Change of Control; provided, however, that in any of cases (A) or (B), it Period shall be a condition deemed to have expired upon such transfer 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 accordance with this Agreement; provided, further, that in any of the of cases (A) or (B) such transfer or distribution shall not involve a disposition for valueearly release.