Common use of Lock-Up Provisions Clause in Contracts

Lock-Up Provisions. (a) Subject to Section 6(b), the Sponsor agrees that it shall not Transfer any Options until the end of the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 6(a), the Sponsor or its respective Permitted Transferees may Transfer the Options during the Lock-Up Period (i) to any affiliates of the Sponsor, any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, any officer, director or manager of the Sponsor or any of its affiliates, or any affiliate or family member of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or an affiliate of such Person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) to the Issuer; provided, however, that such Permitted Transferees must enter into a duly executed joinder to this Agreement in the form of Exhibit A hereto; provided, further, that no filing by the Sponsor under the Exchange Act or other public announcement shall be made (including voluntarily) in connection with such Transfer except as otherwise compelled or required to comply with applicable law or legal process or any request by a Governmental Entity or the rules of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, that any Transfer pursuant to this Section 6(b) shall not involve a disposition for value.

Lock-Up Provisions. (a) Subject to Section 6(b2(b), the Sponsor each Holder agrees that it shall not Transfer any Options Lock-Up Shares until the end of the Lock-Up Period.: (b) Notwithstanding the provisions set forth in Section 6(a2(a), the Sponsor each Holder or its respective Permitted Transferees may Transfer the Options Lock-Up Shares during the Lock-Up Period (i) to (A) CayCo’s officers or directors; (B) any affiliates or family members of CayCo’s officers or directors; (C) any director, officer, employee, direct or indirect partners, members or equity holders of the Sponsor, Sponsor or the Sponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates; or (D) any direct or indirect partners, members or equity holders of such Holder, any officer, director or manager affiliates of the Sponsor such Holder or any of its related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, or any affiliate or family member of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or family, an affiliate of such Person, individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (vi) to the partners, members or equity holders of such Holder, 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; (vii) to CayCo; (viii) the Issuerexercise of stock options, including through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (ix) forfeitures of CayCo Ordinary Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (x) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer or change of control approved by the board of directors of CayCo (“Board of Directors”) or a duly authorized committee thereof or other similar transaction which results in all of CayCo’s shareholders having the right to exchange their CayCo Ordinary Shares for cash, securities or other property subsequent to the Closing Date; (xi) in connection with any legal, regulatory or other order; or (xii) in connection with any transfer or assignment permitted or provided in the SPAC SEC Filings; provided, however, that in the case of clauses (i) through (vi) such Permitted Transferees must enter into a duly executed joinder written agreement with CayCo agreeing to this Agreement in the form of Exhibit A hereto; provided, further, that no filing be bound by the Sponsor under transfer restrictions in this Section 2. (c) In order to enforce this Section 2, CayCo may impose stop-transfer instructions with respect to the Exchange Act Lock-Up Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of CayCo with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares that such Holders is entitled to vote. (e) If any Holder is granted a release or other public announcement shall be made waiver from any lock-up agreement (including voluntarilysuch holder a “Triggering Holder”) executed in connection with the Closing prior to the expiration of the Lock-Up Period, then each other Holder shall also be granted an early release from their respective obligations hereunder on the same terms and on a pro-rata basis with respect to such Transfer except as otherwise compelled or required number of Lock-Up Shares, rounded down to comply with applicable law or legal process or any request the nearest whole security, equal to the product of (i) the total percentage of Lock-Up Shares held by a Governmental Entity or the rules Triggering Holder immediately following the consummation of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, the Closing that any Transfer pursuant to are being released from this Section 6(bAgreement multiplied by (ii) shall not involve a disposition for valuethe total number of Lock-Up Shares held by the Holders immediately following the consummation of the Closing.

Lock-Up Provisions. (a) Subject to Section 6(b2(b), the Sponsor each Holder agrees that it shall not Transfer any Options Lock-Up Shares until the end of the applicable Lock-Up PeriodPeriod with respect to such Lock-Up Shares. (b) Notwithstanding the provisions set forth in Section 6(a2(a), the Sponsor each Holder or its respective Permitted Transferees may Transfer the Options Lock-Up Shares during the Lock-Up Period (i) to (A) the Company’s officers or directors, (B) any affiliates or family members of the Company’s officers or directors, (C) any direct or indirect partners, members or equity holders of the Sponsor, any affiliates of the SponsorSponsor or any of its direct or indirect partners, members or equity holders, or any related investment funds or vehicles controlled or managed by the Sponsor or its affiliates or its direct or indirect partners, members or equity holders, or (D) the Angel Studios Holders or any direct or indirect partners, members or equity holders of the Angel Studios Holders, any affiliates of the Angel Studios Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, any officer, director or manager of the Sponsor or any of its affiliates, or any affiliate or family member of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or an affiliate of such Person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or final binding separation agreement; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (viivi) to the Issuerpartners, members or equityholders of such Holder by virtue of the Sponsor’s organizational documents, as amended; (vii) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (viii) to the Company; (ix) as forfeitures of shares of Acquiror Common Stock pursuant to a “net” or “cashless” exercise of stock options; (x) as forfeitures of shares of Acquiror Common Stock to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Acquiror Common Stock for cash, securities or other property subsequent to the Closing Date; or (xii) in connection with any legal, regulatory or other Governmental Order; provided, however, that in the case of clauses (i) through (vi) such Permitted Transferees must enter into a duly executed joinder written agreement with the Company agreeing to this Agreement in the form of Exhibit A hereto; provided, further, that no filing be bound by the Sponsor under transfer restrictions in this Section 2. (c) If any Transfer is made or attempted contrary to the Exchange Act or other public announcement provisions of this Agreement, such Transfer shall be made null and void ab initio, and the Company shall refuse to recognize any such transferee of the Lock-up Shares as one of its equity holders for any purpose. In order to enforce this Section 2, the Company may impose stop-transfer instructions with respect to the Lock-Up Shares until the end of the Lock-Up Period. Each Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Shares except in compliance with the foregoing restrictions and to the addition of a legend to such H▇▇▇▇▇’s shares describing the foregoing restrictions. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a stockholder of the Company with respect to the Lock-Up Shares during the Lock-Up Period, including voluntarilythe right to vote any Lock-Up Shares that such Holder is entitled to vote. (e) If any Holder is granted a release or waiver from any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing prior to the expiration of the Lock-Up Period, then the undersigned shall also be granted an early release from its obligations hereunder on the same terms and on a pro-rata basis with respect to such Transfer except as otherwise compelled or required number of Lock-Up Shares rounded down to comply with applicable law or legal process or any request the nearest whole Lock-Up Share equal to the product of (i) the percentage of Lock-Up Shares held by a Governmental Entity or the rules Triggering Holder immediately following the consummation of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, the Closing that any Transfer pursuant to are being released from the lock-up agreement multiplied by (ii) the total number of Lock-Up Shares held by the undersigned immediately following the consummation of the Closing. (f) The lock-up provisions in this Section 6(b) 2 shall not involve a disposition for valuesupersede the lock-up provisions contained in Section 7 of that certain letter agreement, dated as of December 9, 2021, by and among the Company, the Sponsor and certain of the Company’s officers and directors, and Section 5 of that certain letter agreement, dated as of January 6, 2022, by and among the Company and certain of the Company’s officers and directors, which provisions contained in such Section 7 and Section 5, as applicable, shall be of no further force or effect.

Lock-Up Provisions. (a) Subject to Section 6(b2(b), the Sponsor each Holder agrees that it shall not Transfer any Options Lock-Up Shares until the end of the Lock-Up Period.: (b) Notwithstanding the provisions set forth in Section 6(a2(a), the Sponsor each Holder or its respective Permitted Transferees may Transfer the Options Lock-Up Shares during the Lock-Up Period (i) to (A) CayCo’s officers or directors; (B) any affiliates or family members of CayCo’s officers or directors; (C) any director, officer, employee, direct or indirect partners, members or equity holders of the Sponsor, Sponsor or the Sponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates; or (D) any direct or indirect partners, members or equity holders of such Holder, any officer, director or manager affiliates of the Sponsor such Holder or any of its related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, or any affiliate or family member of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or family, an affiliate of such Person, individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (vi) to the partners, members or equity holders of such Holder, 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; (vii) to CayCo; (viii) the Issuerexercise of stock options, including through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (ix) forfeitures of CayCo Ordinary Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (x) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer or change of control approved by the board of directors of CayCo (“Board of Directors”) or a duly authorized committee thereof or other similar transaction which results in all of CayCo’s shareholders having the right to exchange their CayCo Ordinary Shares for cash, securities or other property subsequent to the Closing Date; or (xi) in connection with any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (vi) such Permitted Transferees must enter into a duly executed joinder written agreement with CayCo agreeing to this Agreement in the form of Exhibit A hereto; provided, further, that no filing be bound by the Sponsor under transfer restrictions in this Section 2. (c) In order to enforce this Section 2, CayCo may impose stop-transfer instructions with respect to the Exchange Act Lock-Up Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of CayCo with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares that such Holders is entitled to vote. (e) If any Holder is granted a release or other public announcement shall be made waiver from any lock-up agreement (including voluntarilysuch holder a “Triggering Holder”) executed in connection with the Closing prior to the expiration of the Lock-Up Period, then each other Holder shall also be granted an early release from their respective obligations hereunder on the same terms and on a pro-rata basis with respect to such Transfer except as otherwise compelled or required number of Lock-Up Shares, rounded down to comply with applicable law or legal process or any request the nearest whole security, equal to the product of (i) the total percentage of Lock-Up Shares held by a Governmental Entity or the rules Triggering Holder immediately following the consummation of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, the Closing that any Transfer pursuant to are being released from this Section 6(bAgreement multiplied by (ii) shall not involve a disposition for valuethe total number of Lock-Up Shares held by the Holders immediately following the consummation of the Closing.

Lock-Up Provisions. (a) Subject to Section 6(b2(b), the Sponsor each Holder agrees that it shall not Transfer any Options Lock-Up Shares directly or indirectly held by such Holder until the end of the Lock-Up Period.: (b) Notwithstanding the provisions anything set forth in Section 6(a2(a), the Sponsor each Holder or its respective Permitted Transferees may Transfer the Options Lock-Up Shares during the Lock-Up Period Period: (i) to (A) the Company’s officers or directors; (B) any affiliates or family members of the SponsorCompany’s officers or directors; (C) any director, officer, employee, direct or indirect partners, members or equity holders of the Sponsor or the Sponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates; or (D) any direct or indirect partners, members or equity holders of such Holder, any officer, director or manager affiliates of the Sponsor such Holder or any of its related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, or any affiliate or family member of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; ; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or family, an affiliate of such Person, individual or to a charitable organization; ; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; ; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; ; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (viv) above; ; (vi) to the partners, members or equity holders of such Holder by way of distribution in kind or otherwise, 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; (vii) to the IssuerCompany; (viii) the exercise of stock options, including through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (ix) forfeitures of Company Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (x) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer or change of control approved by the board of directors of the Company (“Board of Directors”) or a duly authorized committee thereof or other similar transaction which results in all of the Company Holders having the right to exchange their Company Shares for cash, securities or other property subsequent to the Closing Date; or (xi) in connection with any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (vi) such Permitted Transferees must enter into a duly executed joinder written agreement with the Company agreeing to this Agreement in the form of Exhibit A hereto; provided, further, that no filing be bound by the Sponsor under transfer restrictions in this Section 2 or such transfer restrictions that are no less restrictive to such Permitted Transferee than the Exchange Act transfer restrictions in this Section 2. (c) In order to enforce this Section 2, the Company may impose stop-transfer instructions with respect to the Lock-Up Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of the Company with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares that such Holders is entitled to vote. (e) If any Holder is granted a release or other public announcement shall be made waiver from any lock-up agreement (including voluntarilysuch holder a “Triggering Holder”) executed in connection with the Closing prior to the expiration of the Lock-Up Period, then each other Holder shall also be granted an early release from their respective obligations hereunder on the same terms and on a pro-rata basis with respect to such Transfer except as otherwise compelled or required number of Lock-Up Shares, rounded down to comply with applicable law or legal process or any request the nearest whole security, equal to the product of (i) the total percentage of Lock-Up Shares held by a Governmental Entity or the rules Triggering Holder immediately following the consummation of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, the Closing that any Transfer pursuant to are being released from this Section 6(bAgreement multiplied by (ii) shall not involve a disposition for valuethe total number of Lock-Up Shares held by the Holders immediately following the consummation of the Closing.

Lock-Up Provisions. (a) Subject to Section 6(b), the Sponsor Each Lock-Up Holder agrees that it it, he or she shall not Transfer any Options Common Stock until 180 days after the end completion of the Acquisition (the “Lock-Up Period”). (b) Notwithstanding the provisions set forth in Section 6(a11(a), the Sponsor or its respective Permitted Transferees may Transfer the Options during Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock-Up Period Holders or any of their Permitted Transferees (that have complied with this Section 11), are permitted (i) to any affiliates of the SponsorCompany’s officers or directors, any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, any officer, director or manager of the Sponsor or any of its affiliates, or any affiliate or family member of any of the SponsorCompany’s officers or directors, any affiliate of such Lock-Up Holder or any member of its affiliates’ officers, directors or managerssuch Lock-Up Holder; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or family, an affiliate of such Person, individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree ; or separation agreement; (v) by virtue of the laws of the Cayman Islands State of Nevada or the Sponsora Lock-Up Holder’s limited liability company agreement organizational documents upon dissolution of the Sponsor; such Lock-Up Holder (vi) to each such transferee, a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) to the Issuer“Permitted Transferee”); provided, however, that that, in each case, any such Permitted Transferees must enter into a duly executed joinder written agreement with the Company agreeing to this Agreement in the form of Exhibit A hereto; provided, further, that no filing be bound by the Sponsor transfer restrictions herein in this Section 11(b) and the other restrictions contained in this Agreement. (c) If any Transfer not permitted under this Section 11 is made or attempted contrary to the Exchange Act or other public announcement provisions of this Agreement, such purported prohibited Transfer shall be made null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 11(c), the Company may impose stop-transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock-Up Period. (d) During the Lock-Up Period, each certificate or book-entry position evidencing any Restricted Securities held by a Lock-Up Holder 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 REGISTRATION RIGHTS AND LOCK-UP AGREEMENT, DATED AS OF NOVEMBER 8, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE REGISTERED HOLDER OF THE SHARES. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) For the avoidance of doubt, each Lock-Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock-Up Period, including voluntarilythe right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the lock-up legend in Section 11(d) upon the expiration of the applicable Lock-Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent in connection with such Transfer except as otherwise compelled or required to comply with applicable law or legal process or any request by a Governmental Entity or the rules of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, that any Transfer pursuant to instruction under this Section 6(b) shall not involve a disposition for value11(e).

Lock-Up Provisions. (a) Subject to Section 6(b), the Sponsor agrees that it shall not Transfer any Options until the end of the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 6(a2(b), the Sponsor Holder or any of its respective Permitted Transferees may Transfer any or all of the Options Lock-Up Shares during the Lock-Up Period (i) to the Holder’s officers, directors, management committee members or members, (ii) to any affiliates Affiliates of the Sponsor, any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, any officer, director or manager of the Sponsor Holder or any Affiliates of its affiliates, or any affiliate or family member of any of the SponsorHolder’s or any of its affiliates’ officers, directors directors, management committee members or managersmembers; (iiiii) in the case of an individualindividual referred to in (i) and (ii) above, by gift to a member of such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or an affiliate of such Person, Immediate Family or to a charitable organization; (iii) in the case of an individual, organization or by virtue of laws of descent and distribution upon death of such individual; (iv) any personalized portfolio bond issued by an insurance company that is beneficially owned by any individual referred to in (i) and (ii) above and in relation to which such person has the case ability to direct the management of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreementassets comprising the bond portfolio; (v) by virtue of the laws of the Cayman Islands State of New York or the Sponsor’s limited liability company agreement upon dissolution Cayman Islands, provided, however, that in the case of the Sponsor; clauses or (vi) pursuant to a nominee bona fide tender offer, merger, consolidation or custodian other similar transaction, in each case made to all holders of Pubco Ordinary Shares, involving a Person to whom a Transfer would be permitted under clauses change of Control (including negotiating and entering into an agreement providing for any such transaction) (i) through (vvi) above; (vii) to the Issuer; provided, however, that such these Permitted Transferees must enter into a duly executed joinder written agreement agreeing to this Agreement in the form of Exhibit A hereto; provided, further, that no filing be bound by the Sponsor under provisions set forth in Section 2(b). (b) The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Exchange Act Lock-Up Period (the “Transfer Restriction”), except in accordance with the following: (i) the Transfer Restriction shall expire with respect to ten percent (10%) of the Lock-Up Shares (the “First Tranche”) on the date hereof (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche after such date); (ii) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares (the “Second Tranche”) on the date that is one (1) year after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche and the Second Tranche after such date); (iii) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares (the “Third Tranche”) on the date that is two (2) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche, the Second Tranche and the Third Tranche after such date); and (iv) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares on the date that is three (3) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to any Lock-Up Shares after such date). (c) Notwithstanding the foregoing, if at any time the sale price of the Pubco Ordinary Shares equals or other public announcement exceeds $15.00 per share (as adjusted for share capital subdivisions, mergers, consolidations, dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period that commences at least two (2) years after the Closing Date, then the Transfer Restrictions with respect to all Lock-Up Shares shall cease to apply. (d) During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be made stamped or 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 [l], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (including voluntarilyTHE “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.” Promptly upon the Transfer Restriction ceasing to apply in connection respect of a particular tranche of Lock-Up Shares in accordance with such Transfer except as otherwise compelled or Section 2(b), Pubco shall take all reasonable steps required to comply with applicable law or legal process or any request by a Governmental Entity or remove such legend from the rules certificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the relevant Lock-Up Shares. (e) For the avoidance of any securities exchangedoubt, foreign securities exchangethe Holder shall retain all of its rights as a shareholder of Pubco with respect to the Lock-Up Shares during the Lock-Up Period, futures exchange, commodities exchange or contract market; provided, further, that including the right to vote any Transfer pursuant to this Section 6(b) shall not involve a disposition for valueLock-Up Shares.

Lock-Up Provisions. (a) Subject to Section 6(b)1(b) and the other terms of this Agreement, the Sponsor each Holder agrees that it shall not effectuate a Transfer any Options until the end of the Restricted Securities during the period commencing on the Closing Date and ending on the date that is the earliest of (x) six (6) months after the Closing and (y) the date following the Closing on which PubCo completes 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 common stock for cash, securities or other property (the “Lock-Up Period”). (b) Notwithstanding the provisions set forth in Section 6(a1(a), the Sponsor or its respective Permitted Transferees may Transfer following Transfers of the Options Restricted Securities that are held by any of the Holders (and that have complied with this Section 1(b)) are permitted during the Lock-Up Period in the case of any Holder or its permitted transferees: (i) to PubCo’s officers or directors, any affiliates Affiliates or immediate family members of any of PubCo’s officers or directors, any Affiliates of the Sponsor, any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, any officer, director or manager of the Sponsor or any of its affiliatesHolders, or any affiliate or family member employees of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; such Affiliates; (ii) in the case of an individual, by gift to a member any immediate family members of such individual’s immediate family ; (iii) to any investment funds or vehicles controlled or managed by the securityholder or any of its Affiliates; (iv) by gift to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or an affiliate of such PersonPerson to whom a Transfer would be permitted under Section 1(b)(i), or to a charitable organization; ; (iiiv) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; ; (ivvi) in the case of an individual, pursuant to a qualified domestic relations order; (vii) in the case of an individual, divorce settlementto a partnership, divorce decree or separation agreement; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution or other entity of which such individual and/or the family members of such individual are the legal and beneficial owner of all of the Sponsor; outstanding equity securities or similar interests; (viviii) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses Section 1(b)(i); (iix) through pursuant to any legal, regulatory or other order; (vx) above; in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (viixi) in the case of an entity, as part of a distribution to members, partners, shareholders or equityholders of the entity; (xii) by virtue of the laws of an entity’s jurisdiction of incorporation or organization, an entity’s organizational documents or the rights attaching to the equity interests in the entity upon dissolution of such entity; (xiii) in connection with the exercise of any options, warrants or other convertible securities to purchase PubCo Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis) to the Issuerextent that any PubCo Ordinary Shares issued upon such exercise are Restricted Securities subject to the applicable restrictions under Section 1(a) of this Agreement, (xiv) in the case of an entity, to satisfy tax withholding obligations in connection with such entity’s equity incentive plans or arrangements; (xv) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution, as collateral or security in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (xvi) in connection with a transfer pursuant to a bona fide third party tender offer, merger, consolidation, liquidation, share exchange or other similar transaction made to all holders of PubCo Ordinary Shares involving a change of control of PubCo or which results in all of the holders of PubCo Ordinary Shares having the right to exchange their PubCo Ordinary Shares for cash, securities or other property subsequent to the consummation of such transaction; (xvii) the entry, by the securityholder, at any time on or after the Closing Date, of any trading plan providing for the sale of Restricted Securities, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however, that such Permitted Transferees plan does not provide for, or permit, the sale of any Restricted Securities during the applicable Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the applicable Lock-Up Period; and (xviii) to satisfy any U.S. federal, state, or local income tax obligations of a Securityholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Business Combination Agreement was executed by the parties, and such change prevents the Business Combination from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Business Combination does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case solely and to the extent necessary to cover any tax liability as a direct result of the transaction. provided, that in each of clauses (i) through (xii) and (xv), the transferee must enter into a duly executed joinder written agreement in substantially the same form of this Agreement, agreeing to be bound by the terms of the applicable restrictions under Section 1(a) of this Agreement (unless the transferee is PubCo). If dividends are declared and payable on any Holder’s Restricted Securities, such dividends will also be Restricted Securities subject to the applicable restrictions under Section 1(a) of this Agreement. (c) If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and PubCo shall refuse to recognize any such 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 any of the PubCo (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate and book entry position evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the form 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 [●], 2025, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED ▇▇▇▇▇▇▇. 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 Exhibit A hereto; providedany doubt, furthereach Holder shall retain all of his or her rights as a shareholder of PubCo with respect to the Restricted Securities during the Lock-Up Period, that no filing by including the Sponsor under right to receive dividends and the right to vote any Restricted Securities (subject to the other provisions hereof). (f) For the purposes of this Section 1, “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell (including, for the avoidance of doubt, through a distribution in specie), hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement shall be made (including voluntarily) in connection with such Transfer except as otherwise compelled or required to comply with applicable law or legal process or any request by a Governmental Entity or the rules of any securities exchange, foreign securities exchange, futures exchange, commodities exchange intention to effect any transaction specified in clause (a) or contract market; provided, further, that any Transfer pursuant to this Section 6(b) shall not involve a disposition for value(b).

Lock-Up Provisions. (a) Subject to Section 6(b2(b), the Sponsor each Holder agrees that it shall not Transfer any Options Lock-Up Securities until the end of the Lock-Up PeriodPeriod applicable to such Holder. (b) Notwithstanding the provisions set forth in Section 6(a2(a), the Sponsor each Holder or its respective Permitted Transferees may Transfer the Options Lock-Up Securities during the Lock-Up Period (i) to (A) any affiliates direct or indirect partners, members or equity holders of the Sponsor, any related investment affiliates of the Sponsor or any funds or vehicles controlled accounts controlled, managed or advised by such Persons or their respective affiliates or (B) the Sponsor Holders or any direct or indirect partners, members or equity holders of the Sponsor Holders, any affiliates of the Sponsor Holders or any funds or accounts controlled, managed or advised by such Persons or their respective affiliates, any officer, director or manager of the Sponsor or any of its affiliates, or any affiliate or family member of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or an affiliate of such Person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (viivi) to the IssuerCompany; (vii) in connection with a liquidation, merger, share exchange, reorganization, tender offer approved by the board of directors of the Company (the “Company Board”) or a duly authorized committee thereof or other similar transaction which results in all of the Company’s shareholders having the right to exchange their PubCo Shares for cash, securities or other property subsequent to the Closing Date; (viii) in connection with any legal, regulatory or other order; or (ix) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) and (ix), such Permitted Transferees must enter into a duly executed joinder to this Agreement in the form of Exhibit A hereto; provided, further, that no filing by the Sponsor any Holder under the Exchange Act or other public announcement shall be made (including voluntarily) in connection with such Transfer except as otherwise compelled or required to comply with applicable law or legal process or any request by a Governmental Entity or the rules of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, that any Transfer pursuant to this Section 6(b2(b) shall not involve a disposition for value. (c) In order to enforce this Section 2, the Company may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period; provided that such instructions permit the transfers contemplated by clause (b) above. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a securityholder of the Company with respect to the Lock-Up Securities during the Lock-Up Period, including the right to vote any Lock-Up Security that such Holder is entitled to vote, as applicable. (e) Notwithstanding anything in this Agreement to the contrary, the Company Board shall be entitled to release any Holder from any or all of its obligations hereunder on behalf of the Company. (f) The lock-up provisions in this Section 2 shall, with respect to any Holder, supersede the lock-up provisions contained in Sections 7(a) of that certain letter agreement, dated as of April 28, 2025, by and among DAAQ, the Sponsor and DAAQ’s officers, directors and advisors (the “Prior Agreement”) with respect to such Holder and such provision of the Prior Agreement shall be of no further force or effect with respect to such Holder.

Lock-Up Provisions. (a) Subject to Section 6(b), the Sponsor agrees that it shall not Transfer any Options until the end of the Lock-Up Period. (b) Notwithstanding the provisions exceptions set forth in Section 6(a)herein, the Sponsor or its respective Permitted Transferees may Transfer the Options during the Lock-Up Period (as defined below), each Company Shareholder agrees not to, without the prior written consent of the Company Board, Transfer any Company Ordinary Shares held or beneficially owned by such Company Shareholder as of the Closing (the “Locked-Up Shares”); provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter set forth in this Section 5.1 in connection with the Closing on terms and conditions that are less restrictive than those agreed to herein (or such terms and conditions are subsequently relaxed including as a result of a modification, waiver or amendment), then the less restrictive terms and conditions shall apply to each Company Shareholder or any permitted transferee (or any subsequent permitted transferee). The foregoing limitations shall remain in full force and effect for a period of one (1) year from and after the Closing Date (the “Lock-Up Period”). (b) The restrictions set forth in Section 5.1(a) (the “Lock-Up Restrictions”) shall not apply to: (i) in the case of an entity, Transfers to such entity’s officers, directors, any affiliates or family members of any of such entity’s officers or directors, any direct or indirect members of such entity or their affiliates, any affiliates of the Sponsorsuch entity, any related investment including to funds or vehicles controlled or managed by such Persons or their respective affiliates, any officer, director or manager affiliated with Vista Holdings and to limited partners of the Sponsor funds affiliated with Vista Holdings or any of its affiliatesaffiliates thereof, or any affiliate or family member employees of any of the Sponsor’s or any of its such affiliates’ officers, directors or managers; ; (ii) in the case of an individual, Transfers by gift to a member of such one of the individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such the individual’s immediate family or family, an affiliate of such Person, person or to a charitable organization; ; (iii) in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of such the individual; ; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; ; (v) Transfers by private sales or Transfers made in connection with the Closing at prices no greater than the price at which the Locked-Up Shares were originally purchased; (vi) in the case of an entity, Transfers by virtue of such entity’s Organizational Documents upon liquidation or dissolution of such entity; (vii) Transfers to the laws Company for no value for cancellation in connection with the Closing; (viii) Transfers of any Company Ordinary Shares acquired as part of any PIPE Financing; (ix) pledges of any Locked-Up Shares held by such Company Shareholder to a financial institution that create a mere security interest in such Locked-Up Shares pursuant to a bona fide loan or indebtedness transaction so long as such Company Shareholder continues to control the exercise of the Cayman Islands voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (x) Transfers made after the date on which the closing price of the Company 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 twenty (20) Trading Days within any thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xi) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Shares shall be made by such Company Shareholder pursuant to such Trading Plan during the Lock-Up period and no public announcement or filing is voluntarily made regarding such plan during the Lock-Up Period; (xii) Transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; (xiii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the Sponsor’s limited liability company agreement upon dissolution U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368(a) of the SponsorCode (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction; and (vixiv) in the case of an individual who is a tax resident of India, any Transfer in light of Indian tax exposure they are expected to a nominee or custodian experience upon the Closing. provided, however, that in the case of a Person to whom a Transfer would be permitted under clauses (i) through (viv), (vi) above; and (viixi) to the Issuer; provided, however, that such Permitted Transferees these permitted transferees must enter into a duly executed joinder to this Agreement written agreement, in substantially the form of Exhibit A hereto; providedthis Agreement, further, that no filing agreeing to be bound by the Sponsor Lock-Up Restrictions and shall have the same rights and benefits under this Agreement. For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of an individual; and “affiliate” shall have the meaning set forth in Rule 405 under the Exchange Securities Act of 1933, as amended. (c) For the avoidance of doubt, each Company Shareholder shall retain all of its rights as a shareholder of the Company during the Lock-Up Period with respect to Subject Shares it owns, including the right to vote any Locked-Up Shares. (d) In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or other public announcement shall be made (including voluntarily) in connection with transfer of the Locked-Up Shares, are hereby authorized to decline to make any transfer of securities if such Transfer except as otherwise compelled would constitute a violation or required to comply with applicable law or legal process or any request by a Governmental Entity or breach of the rules of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, that any Transfer pursuant to this Section 6(b) shall not involve a disposition for valueLock-Up Restrictions.

Lock-Up Provisions. (a) Subject to Section 6(b), the Sponsor Each Lock-Up Holder agrees that it it, he or she shall not Transfer any Options Common Stock until 180 days after the end completion of the Acquisition (the “Lock-Up Period”). (b) Notwithstanding the provisions set forth in Section 6(a10(a), the Sponsor or its respective Permitted Transferees may Transfer the Options during Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock-Up Period Holders or any of their Permitted Transferees (that have complied with this Section 10), are permitted (i) to any affiliates of the SponsorCompany’s officers or directors, any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, any officer, director or manager of the Sponsor or any of its affiliates, or any affiliate or family member of any of the SponsorCompany’s officers or directors, any affiliate of such Lock-Up Holder or any member of its affiliates’ officers, directors or managerssuch Lock-Up Holder; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or family, an affiliate of such Person, individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree ; or separation agreement; (v) by virtue of the laws of the Cayman Islands State of Nevada or the Sponsora Lock-Up Holder’s limited liability company agreement organizational documents upon dissolution of the Sponsor; such Lock-Up Holder (vi) to each such transferee, a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) to the Issuer“Permitted Transferee”); provided, however, that that, in each case, any such Permitted Transferees must enter into a duly executed joinder written agreement with the Company agreeing to this Agreement in the form of Exhibit A hereto; provided, further, that no filing be bound by the Sponsor transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreement. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the Exchange Act or other public announcement provisions of this Agreement, such purported prohibited Transfer shall be made null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company may impose stop-transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock-Up Period. (d) During the Lock-Up Period, each certificate or book-entry position evidencing any Restricted Securities held by a Lock-Up Holder 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 REGISTRATION RIGHTS AND LOCK-UP AGREEMENT, DATED AS OF APRIL 5, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE REGISTERED HOLDER OF THE SHARES. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) For the avoidance of doubt, each Lock-Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock-Up Period, including voluntarilythe right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the lock-up legend in Section 10(d) upon the expiration of the applicable Lock-Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent in connection with such Transfer except as otherwise compelled or required to comply with applicable law or legal process or any request by a Governmental Entity or the rules of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, that any Transfer pursuant to instruction under this Section 6(b) shall not involve a disposition for value10(e).