Common use of Lock-Up Provisions Clause in Contracts

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (x) the date six (6) months following the date of the Closing and (y) the date on which Pubco will consummate a “Change-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 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 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 (iii) above is to be settled by delivery of Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). For purposes of this Agreement, the number of PubCo Securities into which the Company Securities currently beneficially owned by the Holder are converted or exchanged upon Closing 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.”

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and (i), with respect to fifty percent (50%) of each type of the Restricted Securities, ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, and (B) the date after the Closing on which the Company consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for cash, securities or other property (a “Subsequent Transaction”), and (ii), with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earliest of (A) the one (1) year anniversary of the date of the Closing, (B) the date after the Closing on which the Company consummates a Subsequent Transaction and (C) the date on which the closing sale price of the OAC Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of ): (x) the date six (6) months following the date of the Closing and (y) the date on which Pubco will consummate a “Change-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 Lock-up Securities (as defined below)Restricted Securities, (iiy) 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 Lock-up Restricted Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iiiz) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (ix), (iiy) or (iiiz) above is to be settled by delivery of Lock-up Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (ix), (iiy) or (iiiz), a “Prohibited Transfer”). For The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee, (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union, (IV) transfers, sales, tenders or other dispositions of Restricted Securities to a bona fide third party pursuant to a tender offer or any merger, liquidation, consolidation or other business combination (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Restricted Securities in connection with any such transaction, or vote any Restricted Securities in favor of any such transaction); provided that all Restricted Securities subject to this agreement that are not so transferred, sold, tendered or otherwise disposed of remain subject to this agreement; and provided, further, that it shall be a condition of transfer, sale, tender or other disposition that if such tender offer or other transaction is not completed, any Restricted Securities subject to this agreement shall remain subject to the restrictions herein, or (V) transfers with the prior written consent of the Company and the OAC Representative; provided, however, that in any of cases (I), (II) or (III) it shall be a condition to such transfer that the transferee executes and delivers to the Company and the OAC Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust for the number direct or indirect benefit of PubCo Securities into which Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other entity controlled by Holder. Holder further agrees to execute such agreements as may be reasonably requested by the Company Securities currently beneficially owned by or the OAC Representative that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, in the event that any holder of capital stock of the Company that signed a lock up agreement substantially in the same form as this Agreement is permitted to sell or otherwise transfer or dispose of any securities subject to such lock-agreement for value (whether in one or multiple releases), then the Company shall so notify the Holder are converted or exchanged upon Closing as specified in writing and the same percentage of the Holder’s Restricted Securities shall be immediately and fully released on the signature page hereto, together with same terms from any securities paid as dividends or distributions with respect to such securities, are referred to as the “Lockremaining lock-up Securitiesrestrictions set forth herein.”

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and (i), with respect to fifty percent (50%) of each type of the Restricted Securities, ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, and (B) the date after the Closing on which the Company consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for cash, securities or other property (a “Subsequent Transaction”), and (ii), with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earliest of (A) the one (1) year anniversary of the date of the Closing, (B) the date after the Closing on which the Company consummates a Subsequent Transaction and (C) the date on which the closing sale price of the OAC Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of ): (x) the date six (6) months following the date of the Closing and (y) the date on which Pubco will consummate a “Change-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 Lock-up Securities (as defined below)Restricted Securities, (iiy) 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 Lock-up Restricted Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iiiz) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (ix), (iiy) or (iiiz) above is to be settled by delivery of Lock-up Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (ix), (iiy) or (iiiz), a “Prohibited Transfer”). For The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee, (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union, (IV) transfers, sales, tenders or other dispositions of Restricted Securities to a bona fide third party pursuant to a tender offer or any merger, liquidation, consolidation or other business combination (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Restricted Securities in connection with any such transaction, or vote any Restricted Securities in favor of any such transaction); provided that all Restricted Securities subject to this agreement that are not so transferred, sold, tendered or otherwise disposed of remain subject to this agreement; and provided, further, that it shall be a condition of transfer, sale, tender or other disposition that if such tender offer or other transaction is not completed, any Restricted Securities subject to this agreement shall remain subject to the restrictions herein, or (V) transfers with the prior written consent of the Company and the OAC Representative; provided, however, that in any of cases (I), (II) or (III) it shall be a condition to such transfer that the transferee executes and delivers to the Company and the OAC Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust for the number direct or indirect benefit of PubCo Securities into which Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other entity controlled by Holder. Holder further agrees to execute such agreements as may be reasonably requested by the Company Securities currently beneficially owned by or the OAC Representative that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, in the event that any holder of capital stock of the Company that signed a lock up agreement substantially in the same form as this Agreement is permitted to sell or otherwise transfer or dispose of any securities subject to such lock-agreement for value (whether in one or multiple releases), then the Company shall so notify the Holder are converted or exchanged upon Closing as specified in writing and the same percentage of the Holder's Restricted Securities shall be immediately and fully released on the signature page hereto, together with same terms from any securities paid as dividends or distributions with respect to such securities, are referred to as the “Lockremaining lock-up Securitiesrestrictions set forth herein.”

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of the date that is (x) the date six twelve (612) months following the date of the Closing and Closing, (y) the date on which Pubco will consummate 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 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 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 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 (iii) above is to be settled by delivery of Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). For purposes of this Agreement, the number of PubCo Pubco Securities into which the Company Securities currently beneficially owned by the Holder are converted or exchanged upon Closing the Closing, 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.”

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of the date that is (x) the date six twenty-four (624) months following the date of the Closing and Closing, (y) the date on which Pubco will consummate 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 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 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 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 (iii) above is to be settled by delivery of Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). For purposes of this Agreement, the number of PubCo Pubco Securities into which the Company Securities currently beneficially owned by the Holder are converted or exchanged upon Closing the Closing, 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.”

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of the date that is (x) the date six twenty-four (624) months following the date of the Closing and Closing, (y) the date on which Pubco will consummate 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 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 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 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 (iii) above is to be settled by delivery of Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). For purposes of this Agreement, the number of PubCo Pubco Securities into which the Company Securities currently beneficially owned by the Holder are converted or exchanged upon Closing the Closing, 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 Xxxxxx has made a credit facility of at least $4,000,000 available to the Company from the date of this Agreement through the Closing, pursuant to a credit agreement in a form to be mutually agreed upon between the Company and Holder, the Lock-up Securities shall be subject to early release from the restrictions hereunder on the date that is twelve (12) months following the date of the Closing and the Lock-Up Period shall be deemed to have expired upon such early release.

Lock-Up Provisions. (a) Holder The Holders hereby agrees agree not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on through the earlier of (x) the date six one hundred and eightieth (6180) months following day anniversary of the date of the Closing and (y) the date after the Closing on which Pubco will consummate the Company consummates a Change of Control (as defined in the BCA) (the “ChangeLock-of-Control” transaction: Up Period”): (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 indirectlyany Restricted Securities, 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 Lock-up Restricted 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 Lock-up Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iiiii), a “Prohibited Transfer”). For purposes ; and provided, for the avoidance of doubt, that nothing in this Agreement, the number of PubCo Securities into which Agreement shall restrict any Holder’s right to cause the Company to file and cause to become effective a registration statement with the Securities currently beneficially owned 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 Holder are converted transfer of any or exchanged upon Closing as specified on all of the signature page heretoRestricted 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, together with any securities paid as dividends or distributions 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 securitiestransfer 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, are referred to as and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement; provided, further, that in any of the “Lock-up Securitiesof cases (A) or (B) such transfer or distribution shall not involve a disposition for value.”

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of the date that is (x) the date six twenty-four (624) months following the date of the Closing and Closing, (y) the date on which Pubco will consummate 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 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 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 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 (iii) above is to be settled by delivery of Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). For purposes of this Agreement, the number of PubCo Pubco Securities into which the Company Securities currently beneficially owned by the Holder are converted or exchanged upon Closing the Closing, 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 Xxxxxx has made a credit facility of at least $2,000,000 available to the Company from the date of this Agreement through the Closing, pursuant to a credit agreement in a form to be mutually agreed upon between the Company and Holder, the Lock-up Securities shall be subject to early release from the restrictions hereunder on the date that is twelve (12) months following the date of the Closing and the Lock-Up Period shall be deemed to have expired upon such early release.

Lock-Up Provisions. (a) Holder Seller hereby agrees not to, during the period commencing from the Closing and ending on the six month anniversary of the Closing (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of ): (x) the date six (6) months following the date of the Closing and (y) the date on which Pubco will consummate a “Change-of-Control” transaction: (ia) 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 Lock-up Securities (as defined below)Buyer Stock, (iib) 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 Lock-up Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwiseBuyer Stock, or (iiic) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (iia) or (iiib) above is to be settled by delivery of Lock-up Securities Buyer Stock or other securities, in cash or otherwise (any of the foregoing described in clauses (ia), (ii) b), or (iiic), a “Prohibited Transfer”). For purposes Notwithstanding the foregoing, “Prohibited Transfer” shall not include (i) transfers of Buyer Stock to Seller’s Affiliates, (ii) transfers of Buyer Stock by virtue of the laws of the jurisdiction of Seller’s organization and in accordance with Seller’s organizational documents upon dissolution of Seller, (iii) transfers of Buyer Stock as a gift or gifts, (iv) transfers of Buyer Stock in the event of Buyer’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in the equityholders of Buyer having the right to exchange their equity interests of Buyer for cash, securities or other property or (v) the execution of any trading plan providing for the sale of Buyer Stock after the end of the Lock-Up Period which meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, that in the case of clauses (i), (ii) and (iii), that any transferee thereof agrees in writing to be bound by the terms of this Agreement, the number of PubCo Securities into which the Company Securities currently beneficially owned by the Holder are converted or exchanged upon Closing 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 SecuritiesSection 6.”

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (x) with respect to (A) two-fifths (2/5th) of the Lock-up Securities (as defined below), the date six (6) months following the Closing and (B) 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 on which Pubco will consummate a “Change-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 Lock-up Securities (as defined below)Securities, (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 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 (iii) above is to be settled by delivery of Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). For purposes of this Agreement, the number of PubCo Securities into which the Company Securities currently beneficially owned by the Holder are converted or exchanged will convert upon Closing 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.”