Common use of Lock-Up Restrictions Clause in Contracts

Lock-Up Restrictions. 3.6.1 During the Lock-Up Period, none of the Existing Holders shall offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock that are subject to the Lock-Up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock that are subject to the Lock-Up Period, whether now owned or hereinafter acquired, that are owned directly by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the Lock-Up Period, the “Restricted Securities”), other than any transfer to an affiliate of an Existing Holder or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 for the duration of the Lock-Up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing Holder to comply with the foregoing restrictions Each Existing Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the Lock-Up Period.

Lock-Up Restrictions. 3.6.1 During COH understands that the Lock-Up PeriodShares, none Warrants and securities underlying the Warrants may not be sold, transferred, assigned, pledged, hypothecated, mortgaged, or otherwise disposed of or made subject to any lien or security interest, during the Restricted Period (as defined below) without the consent of the Existing Holders Company in its sole discretion. The “Restricted Period” shall offerbe defined as the period commencing on the date hereof and continuing until the first business day following the date that is one hundred eighty (180) days from the Initial Trading Date; provided, sellhowever, contract to sellif such business day is a Friday, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock that are subject to then the Lock-Up Restricted Period or any securities convertible into, exercisable for, exchangeable for or that represent shall expire on the right to receive shares of Common Stock that are subject to the Lock-Up Period, whether now owned or hereinafter acquirednext business day; provided, that are owned directly by such Existing Holder (including securities held as a custodian) the Company may elect to release COH from this lock-up restriction at any time or with respect from time to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the Lock-Up Period, the “Restricted Securities”), other than time for any transfer to an affiliate of an Existing Holder reason or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) no reason with respect to any or all of the Restricted Securities of and securities underlying the applicable Existing HolderWarrants. No such release shall be deemed to obligate the Company to grant any future releases to COH. In addition, or with respect COH agrees to execute any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 Each Existing Holder hereby represents and warrants that it now has and, except as contemplated lock-up agreement required by this subsection 3.6.2 for the duration of the Lock-Up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing Holder to comply with the foregoing restrictions Each Existing Holder agrees and consents to the entry of stop transfer instructions lead underwriter in connection with the Company’s transfer agent Initial Public Offering (as defined below) that the Company may conduct while COH holds any of the Shares, Warrants or securities underlying the Warrants; provided, that any such agreement is consistent with the form of lock-up agreements generally required by underwriters. For purposes hereof, the “Initial Trading Date” shall mean the first date upon which shares of the Company’s capital stock trade on (a) a national securities exchange or through any quotation service that requires as a condition for trading that the Company report under the Securities Act or the Exchange Act or (b) the OTCQB or OTCQX (collectively, a “Qualified Trading Market”); and registrar against the transfer “Initial Public Offering” shall mean the commencement of a public trading market for any Restricted Securities during class of securities of the Lock-Up PeriodCompany on a Qualified Trading Market.

Lock-Up Restrictions. 3.6.1 (a) During the applicable Lock-Up PeriodPeriods, none of the Existing Holders shall offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock Ordinary Shares that are subject to the an applicable Lock-Up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock Ordinary Shares that are subject to the an applicable Lock-Up Period, whether now owned or hereinafter acquired, that are is owned directly by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the an applicable Lock-Up Period, the “Restricted Securities”), other than any transfer to an affiliate of an Existing Holder or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 (b) Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 Section 3.6(b) for the duration of the applicable Lock-Up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing Holder to comply with the foregoing restrictions restrictions. Each Existing Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the applicable Lock-Up Period.

Lock-Up Restrictions. 3.6.1 During the applicable Lock-Up Periodup Periods, with exception to a transfer to a Permitted Transferee, none of the Existing Holders shall offer(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale purchase or otherwise dispose of or distribute enter into any shares agreement to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder, in each case with respect to any Common Stock that are subject to the an applicable Lock-Up up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock that are subject to the an applicable Lock-Up up Period, whether now owned or hereinafter acquired, that are is owned directly by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the an applicable Lock-Up up Period, the “Restricted Securities”), other than any transfer to an affiliate of an Existing Holder or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging (ii) engage in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing HolderHolder or (iii) publicly disclose the intention to effect any transaction specified in clauses (i) or (ii). Such For the avoidance of doubt, such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 for the duration of the applicable Lock-Up up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing Holder to comply with the foregoing restrictions Each Existing each Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the applicable Lock-Up up Period.

Lock-Up Restrictions. 3.6.1 During the applicable Lock-Up PeriodPeriods, none of the Existing Holders shall offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock that are subject to the an applicable Lock-Up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock that are subject to the an applicable Lock-Up Period, whether now owned or hereinafter acquired, that are is owned directly by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the an applicable Lock-Up Period, the “Restricted Securities”), other than any transfer to an affiliate of an Existing Holder or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 for the duration of the applicable Lock-Up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing Holder to comply with the foregoing restrictions Each Existing Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the applicable Lock-Up Period.

Lock-Up Restrictions. 3.6.1 3.7.1 During the Lock-Up Period, up Period none of the Existing Holders shall shall: offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock or Class B Common Stock that are subject to the Lock-Up up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock or Class B Common Stock that are subject to the Lock-Up up Period, whether now owned or hereinafter acquired, that are owned directly by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the Lock-Up up Period, the “Restricted Securities”), other than any transfer to an affiliate of an Existing a Holder or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, Holder from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 3.7.2 Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 3.7.2 for the duration of the Lock-Up up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing Holder to comply with the foregoing restrictions restrictions. Each Existing Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the Lock-Up up Period.

Lock-Up Restrictions. 3.6.1 3.7.1 During the Founder Shares Lock-Up up Period, none of the Existing Sponsor Group Holders shall shall, and during the Butterfly Shares Lock-up Period, none of the Butterfly Holders shall: offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock or Class B Common Stock that are subject to the applicable Lock-Up up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock or Class B Common Stock that are subject to the applicable Lock-Up up Period, whether now owned or hereinafter acquired, that are is owned directly by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the an applicable Lock-Up up Period, the “Restricted Securities”), other than any transfer to an affiliate of an Existing a Holder or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 3.7.2 Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 3.7.2 for the duration of the applicable Lock-Up up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing Holder to comply with the foregoing restrictions restrictions. Each Existing Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the applicable Lock-Up up Period.

Lock-Up Restrictions. 3.6.1 (a) During the applicable Lock-Up PeriodPeriods, none of the Existing Holders shall offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock Ordinary Shares that are subject to the an applicable Lock-Up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock Ordinary Shares that are subject to the an applicable Lock-Up Period, whether now owned or hereinafter acquired, that are is owned directly by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the an applicable Lock-Up Period, the “Restricted Securities”), other than any transfer to an affiliate of an Existing Holder or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 (b) Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 3.6(b) for the duration of the applicable Lock-Up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing Holder to comply with the foregoing restrictions restrictions. Each Existing Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the applicable Lock-Up Period.

Lock-Up Restrictions. 3.6.1 During the applicable Lock-Up PeriodPeriods, none of the Existing Holders shall offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock that are subject to the an applicable Lock-Up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock that are subject to the an applicable Lock-Up Period, whether now owned or hereinafter acquired, that are is owned directly by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the an applicable Lock-Up Period, the “Restricted Securities”), other than any transfer to an affiliate of an Existing a Holder or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 for the duration of the applicable Lock-Up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing Holder to comply with the foregoing restrictions Each Existing Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the applicable Lock-Up Period.

Lock-Up Restrictions. 3.6.1 During the Founder Shares Lock-Up up Period or Private Placement Lock-up Period (together, the “Lock-up Periods” and, each a “Lock-up Period”), as applicable, none of the Existing Holders shall offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock that are subject to the an applicable Lock-Up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock that are subject to the an applicable Lock-Up Period, whether now owned or hereinafter acquired, that are is owned directly by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the an applicable Lock-Up Period, the “Restricted Securities”), other than any transfer to an affiliate of an Existing Holder or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 and for the duration of the applicable Lock-Up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing existing Holder to comply with the foregoing restrictions restrictions. Each Existing existing Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the applicable Lock-Up Period.

Lock-Up Restrictions. 3.6.1 3.1.1 During the Founder Lock-Up up Period, none of the Existing Founders owning Restricted Securities shall, and during D-Wave Lock-up Period, none of the D-Wave Holders shall owning Restricted Securities shall: offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock that are subject to the Lock-Up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock that are subject to the Lock-Up Period, whether now owned or hereinafter acquired, Restricted Securities that are owned directly by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the Lock-Up Period, the “Restricted Securities”)Commission, other than any transfer to an affiliate a Permitted Transferee; provided, that in connection with any transfer of an Existing Holder or Restricted Securities to a Permitted Transferee, the restrictions and obligations contained in this Agreement will continue to apply to such Restricted Securities after any Transfer of such Restricted Securities and the Transferee in such Transfer shall be treated as applicablea party to this Agreement (with the same rights and obligations as the Transferor) for all purposes of this Agreement. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 3.1.2 Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 3.1.2 for the duration of the applicable Lock-Up up Period, will have good good, and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact impair the ability of such Existing Holder to comply with the foregoing restrictions restrictions. Each Existing Holder agrees and consents to the entry of stop stop-transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the applicable Lock-Up up Period.

Lock-Up Restrictions. 3.6.1 3.7.1 During the Sponsor Shares Lock-Up up Period, none of the Existing Sponsor Group Holders shall, and during the HeartFlow Shares Lock-up Period, none of the HeartFlow Holders shall without the prior written consent of the Company: offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock or Class B Common Stock that are subject to the applicable Lock-Up up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock HeartFlow Shares that are subject to the applicable Lock-Up up Period, whether now owned or hereinafter acquired, that are is owned directly by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the an applicable Lock-Up up Period, the “Restricted Securities”), other than any transfer to an affiliate of an Existing a Holder or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. For the avoidance of doubt, the foregoing restriction shall not apply to transfers: (i) as a bona fide gift or charitable contribution, (ii) by will or intestate succession to a legal representative, heir, beneficiary or a member of the immediate family (as defined below) of any such Holder; (iii) to partners, members, beneficiaries (or the estates thereof) or stockholders of any such Holder, (iv) to any immediate family of any such Holder (“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (v) to any trust for the direct or indirect benefit of any such Holder or the immediate family of any such Holder, (vi) to any corporation, partnership, limited liability company, trust or other entity that controls, or is controlled by or is under common control with, any such Holder or the immediate family of any such Holder or is otherwise a direct or indirect affiliate, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement; or (viii) pursuant to a bona fide third party tender offer, merger, consolidation, equity purchase or other similar transaction or series of related transactions involving a change of control of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which any such Holder may agree to Restricted Shares in connection with such transaction or series of related transactions, or vote any Restricted Shares in favor of such transaction or series of related transactions); provided, that in the event such transaction or series of related transactions is not completed, the Restricted Shares shall remain subject to the restrictions contained in this Agreement; provided, that any such transfer pursuant to clauses (iii) through (vii) above shall not involve a disposition for value; provided, further, with respect to any such transfer pursuant to clauses (iii) through (viii) above, (1) each donee, trustee, distributee, or transferee, as the case may be, shall execute a joinder to this Agreement evidencing such donee’s, trustee’s, distributee’s, or transferee’s agreement to become a party hereto and be bound by and subject to the terms and provisions of this Agreement to the same effect, and (2) no filing by any party under the Exchange Act or other public announcement shall be made (including voluntarily) in connection with such transfer. 3.6.2 3.7.2 The restrictions of Section 3.7.1 shall not apply to: (i) the exercise (including by net or cashless exercise) of stock options granted pursuant to the Company’s equity incentive plans or warrants or any other securities existing as of the date hereof, which securities are convertible into or exchangeable or exercisable for HeartFlow Shares; provided, that such restrictions shall apply to any shares of HeartFlow Shares issued upon such exercise, exchange or conversion; (ii) the transfer or surrender to the Company of any HeartFlow Shares to cover tax withholdings upon a vesting event or settlement, as applicable, of any equity award under any of the Company’s equity incentive plans; provided, that the underlying shares of HeartFlow Shares shall continue to be subject to the restrictions set forth in Section 3.7.1; (iii) the transfer of any HeartFlow Shares purchased by any such Holder on the open market following the date hereof; (iv) transfer of HeartFlow Shares to the Company pursuant to any contractual arrangement that provides the Company with an option to repurchase such HeartFlow Shares in connection with the termination of any such Holder’s employment with the Company, as applicable; and (v) the establishment of any contract, instruction or plan (a “Plan”), if permitted by the Company (such permission not to be unreasonably withheld, conditioned, delayed or applied asymmetrically to the undersigned as compared to any other employee of the Company), that satisfies all of the applicable requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that the securities subject to the Plan may not be sold until the end of the applicable Lock-Up Period (except to the extent otherwise allowed hereunder). 3.7.3 Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 3.7.2 for the duration of the applicable Lock-Up up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing Holder to comply with the foregoing restrictions restrictions. Each Existing Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the applicable Lock-Up up Period.

Lock-Up Restrictions. 3.6.1 3.7.1 During the Founder Shares Lock-Up up Period, none of the Existing Sponsor Group Holders shall shall, and during the Hyperfine Shares Lock-up Period, none of the Hyperfine Holders shall: offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock or Class B Common Stock that are subject to the applicable Lock-Up up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock or Class B Common Stock that are subject to the applicable Lock-Up up Period, whether now owned or hereinafter acquired, that are is owned directly by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the an applicable Lock-Up up Period, the “Restricted Securities”), other than any transfer to an affiliate of an Existing Holder or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 3.7.2 Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 and for the duration of the applicable Lock-Up up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing Holder to comply with the foregoing restrictions restrictions. Each Existing Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the applicable Lock-Up up Period.

Lock-Up Restrictions. 3.6.1 During (a) No holder of Units that acquired its Units thereof pursuant to the Lock-Up PeriodReorganization described in Section 3.03(a) (each such holder, none of the Existing Holders an “Initial Unitholder”) shall be permitted to, directly or indirectly, (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale purchase or otherwise dispose of (collectively, a “Disposition”) any Units, or distribute any shares securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, which includes engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition, any Units held by such Initial Unitholder or acquired by such Initial Unitholder immediately after the consummation of the IPO, or that may be deemed to be beneficially owned by such Initial Unitholder (collectively, the “Lock-Up”), during the Lock-Up Period, without the prior written consent of the managing underwriter of the IPO or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the Initial Unitholder has or may have hereafter to require the Corporation to register under the Securities Act the Disposition of any of the Units, or any Class A Common Stock that are issuable upon the redemption of such Units pursuant to the Redemption Right, subject to the Lock-Up Period held by the Initial Unitholder, or to otherwise participate as a selling securityholder in any securities convertible into, exercisable for, exchangeable for manner in any registration effected by the Corporation or that represent the right to receive shares of Common Stock that are subject to Company under the Securities Act during the Lock-Up Period, whether now owned or hereinafter acquired, that are owned directly . Each Initial Unitholder agrees to execute such agreement as may be reasonably requested by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations managing underwriter of the Commission (IPO that is necessary to give further effect hereto; provided that in the event of any conflict or inconsistency between the terms of such securities that are subject to separate agreement and this Section 10.8, the terms of such separate agreement shall control. Following the expiration of the Lock-Up Period, the “Restricted Securities”)Initial Unitholders may effect a Disposition of all or any portion of their Units, other than any transfer subject to an affiliate compliance with applicable securities laws, policies of an Existing Holder or to a Permitted Transfereethe Corporation and the Company, the certificate of incorporation of the Corporation, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holderamended, the bylaws of the Corporation, as applicableamended, from engaging in this Agreement, the Certificate and any hedging other requirements imposed by the Corporation, the Company or other transaction the transfer agent and registrar with respect to Restricted the Units. (b) Notwithstanding Section 10.8(a), the Lock-Up shall not apply to bona fide gifts, sales or other dispositions of any class of the Company’s equity interests, in each case, that are made exclusively between and among the Initial Unitholder or members of the Initial Unitholder’s family, or affiliates of the Initial Unitholder, including its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any transfer pursuant to this clause (ii) that (A) the transferee/donee agrees to be bound by the restrictions set forth in Section 10.8(a) to the same extent as the transferor/donor, (B) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities which is designed Act and the Exchange Act to make, and shall agree to not voluntarily make, any filing or which reasonably could be expected to lead to or result in a sale public announcement of the transfer or disposition of prior to the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 for the duration expiration of the Lock-Up Period, will have good and marketable title to its Restricted Securities, free and clear (C) the Initial Unitholder notifies the managing underwriter of all liens, encumbrances, and claims that could impact the ability of such Existing Holder to comply with the foregoing restrictions Each Existing Holder agrees and consents IPO at least two business days prior to the entry proposed transfer or disposition. (c) Unless the written approval of stop transfer instructions the managing underwriter of the IPO is obtained with respect to a Disposition after the Company’s transfer agent and registrar against consummation of the transfer IPO until the expiration of any Restricted Securities during the Lock-Up Period, such purported Disposition shall not be effective to transfer record, beneficial, legal or any other ownership of such Units, and the transferee shall not be entitled to any rights as a holder of Units with respect to the Units purported to be purchased, acquired or transferred in the Disposition (including, without limitation, the right to vote or to receive dividends with respect thereto). Each such Unit subject to the Lock-Up shall bear the following legend (or any substantially similar legend): THE UNITS REPRESENTED HEREBY ARE SUBJECT TO A LOCK-UP PERIOD AS SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BOUNTY MINERALS HOLDINGS LLC.

Lock-Up Restrictions. 3.6.1 During the applicable Lock-Up Periodup Periods, with exception to a transfer to a Permitted Transferee, none of the Existing Holders shall offer(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale purchase or otherwise dispose of or distribute enter into any shares agreement to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder, in each case with respect to any Common Stock that are subject to the an applicable Lock-Up up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock that are subject to the an applicable Lock-Up up Period, whether now owned or hereinafter acquired, that are is owned directly by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the an applicable Lock-Up up Period, the “Restricted Securities”), other than any transfer to an affiliate of an Existing Holder or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging (ii) engage in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing HolderHolder or (iii) publicly disclose the intention to effect any transaction specified in clauses (i) or (ii). Such For the avoidance of doubt, such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 for the duration of the applicable Lock-Up up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing Holder to comply with the foregoing restrictions Each each Existing Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the applicable Lock-Up up Period.

Lock-Up Restrictions. 3.6.1 1.12.1 During the Founder Shares Lock-Up up Period, none of the Existing Sponsor Group Holders shall shall, and during the Hyperfine Shares Lock-up Period, none of the Hyperfine Holders shall: offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock or Class B Common Stock that are subject to the applicable Lock-Up up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock or Class B Common Stock that are subject to the applicable Lock-Up up Period, whether now owned or hereinafter acquired, that are is owned directly by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the an applicable Lock-Up up Period, the “Restricted Securities”), other than any transfer to an affiliate of an Existing Holder or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 1.12.2 Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 and for the duration of the applicable Lock-Up up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing Holder to comply with the foregoing restrictions restrictions. Each Existing Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the applicable Lock-Up up Period.

Lock-Up Restrictions. 3.6.1 3.7.1 During the Sponsor Shares Lock-Up up Period, none of the Existing Sponsor Group Holders shall, and during the Accelus Shares Lock-up Period, none of the Accelus Holders shall without the prior written consent of the Company: offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock or CHP Class B Common Stock that are subject to the applicable Lock-Up up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock Accelus Shares that are subject to the applicable Lock-Up up Period, whether now owned or hereinafter acquired, that are is owned directly by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the an applicable Lock-Up up Period, the “Restricted Securities”), other than any transfer to an affiliate of an Existing a Holder or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. For the avoidance of doubt, the foregoing restriction shall not apply to transfers: (i) as a bona fide gift or charitable contribution, (ii) by will or intestate succession to a legal representative, heir, beneficiary or a member of the immediate family (as defined below) of any such Holder; (iii) to partners, members, beneficiaries (or the estates thereof) or stockholders of any such Holder, (iv) to any immediate family of any such Holder (“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (v) to any trust for the direct or indirect benefit of any such Holder or the immediate family of any such Holder, (vi) to any corporation, partnership, limited liability company, trust or other entity that controls, or is controlled by or is under common control with, any such Holder or the immediate family of any such Holder or is otherwise a direct or indirect affiliate, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement; or (viii) pursuant to a bona fide third party tender offer, merger, consolidation, equity purchase or other similar transaction or series of related transactions involving a change of control of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which any such Holder may agree to Restricted Shares in connection with such transaction or series of related transactions, or vote any Restricted Shares in favor of such transaction or series of related transactions); provided, that in the event such transaction or series of related transactions is not completed, the Restricted Shares shall remain subject to the restrictions contained in this Agreement; provided, that any such transfer pursuant to clauses (iii) through (vii) above shall not involve a disposition for value; provided, further, with respect to any such transfer pursuant to clauses (iii) through (viii) above, (1) each donee, trustee, distributee, or transferee, as the case may be, shall execute a joinder to this Agreement evidencing such donee’s, trustee’s, distributee’s, or transferee’s agreement to become a party hereto and be bound by and subject to the terms and provisions of this Agreement to the same effect, and (2) no filing by any party under the Exchange Act or other public announcement shall be made (including voluntarily) in connection with such transfer. 3.6.2 3.7.2 The restrictions of subsection 3.7.1 shall not apply to: (i) the exercise (including by net or cashless exercise) of stock options granted pursuant to the Company’s equity incentive plans or warrants or any other securities existing as of the date hereof, which securities are convertible into or exchangeable or exercisable for Accelus Shares; provided, that such restrictions shall apply to any shares of Accelus Shares issued upon such exercise, exchange or conversion; (ii) the transfer or surrender to the Company of any Accelus Shares to cover tax withholdings upon a vesting event or settlement, as applicable, of any equity award under any of the Company’s equity incentive plans; provided, that the underlying shares of Accelus Shares shall continue to be subject to the restrictions set forth in subsection 3.7.1; (iii) the transfer of any Accelus Shares purchased by any such Holder on the open market following the date hereof; (iv) transfer of Accelus Shares to the Company pursuant to any contractual arrangement that provides the Company with an option to repurchase such Accelus Shares in connection with the termination of any such Holder’s employment with the Company, as applicable; and (v) the establishment of any contract, instruction or plan (a “Plan”), if permitted by the Company (such permission not to be unreasonably withheld, conditioned, delayed or applied asymmetrically to the undersigned as compared to any other employee of the Company), that satisfies all of the applicable requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that the securities subject to the Plan may not be sold until the end of the applicable Lock-Up Period (except to the extent otherwise allowed hereunder). 3.7.3 Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 3.7.2 for the duration of the applicable Lock-Up up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing Holder to comply with the foregoing restrictions restrictions. Each Existing Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the applicable Lock-Up up Period.

Lock-Up Restrictions. 3.6.1 During The Investor understands that the Lock-Up PeriodCommon Stock which the Investor is purchasing under this Subscription Agreement may NOT be sold, none transferred, assigned, pledged, hypothecated, mortgaged, or otherwise disposed of or made subject to any lien or security interest, during the Restricted Period (as defined below) without the prior written consent of the Existing Holders shall offerCompany in its sole and absolute discretion, sellexcept by (a) transfer by will or intestate devise, contract (b) by lifetime gifts or transfers to sellfamily members, pledgetrusts or other family-related entities therefor for bona-fide family estate planning purposes and (c) to the officers, grant directors, employees, partners, members or shareholders of Investor; provided, however, that any option transferee of the Shares agrees in writing to purchasehold such Shares, make any short sale or otherwise dispose of or distribute any shares of Common Stock that are in all cases subject to the Lock-Up terms, conditions, and restrictions of this Subscription Agreement. The “Restricted Period” shall be defined as the period commencing on the date hereof and continuing until the first business day following the three (3) year anniversary of the Initial Trading Date (as defined below); provided, however, if such business day is a Friday, then the Restricted Period or any securities convertible into, exercisable for, exchangeable for or that represent shall expire on the right to receive shares of Common Stock that are subject to the Lock-Up Period, whether now owned or hereinafter acquirednext business day; provided further, that are owned directly by such Existing Holder (including securities held as a custodian) the Company may elect to release the Investor from this lock-up at any time or with respect from time to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the Lock-Up Period, the “Restricted Securities”), other than time for any transfer to an affiliate of an Existing Holder reason or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) no reason with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 for the duration of the Lock-Up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing Holder Investor’s Shares. No such release shall be deemed to comply with obligate the foregoing restrictions Each Existing Holder agrees and consents Company to grant any future releases to the entry of stop transfer instructions Investor or any other investor nor shall any release granted to another investor be deemed to obligate the Company to grant any future releases to the Investor. In addition, Investor agrees to execute any lock-up agreement required by the lead underwriter in connection with the Company’s transfer agent Initial Public Offering (“IPO”) that the Company may conduct while the Investor holds any of the Shares; provided, that any such agreement is consistent with the form of lock-up agreements typically required by underwriters; and registrar against provided further that, so long as such lock-up is consistent with that typically required by underwriters, the Investor agrees and understands it is hereby subject to such lock-up whether or not the Investor executes such lock-up agreement. For purposes hereof, the “Initial Trading Date” shall mean the first date upon which shares of the Company’s capital stock trade on (a) a national securities exchange or through any quotation service that requires as a condition for trading that the Company report under the Securities Act or the Exchange Act or (b) the OTCQB or OTCQX (collectively, a “Qualified Trading Market”); and the “Initial Public Offering” shall mean (a) the initial public offering of the Company’s capital stock pursuant to an effective registration statement on Form S-1 or qualified offering statement on Form 1-A under the Securities Act and (b) the commencement of a public trading market for any class of securities of the Company on a Qualified Trading Market. In all cases other than the death or the incapacity of an individual Investor, the Company shall have the right incidental to any transfer of Shares for the Investor to continue as a single representative to give and receive communications with the Company regarding the transferred Shares. In the event that any Restricted Securities during of the LockShares are registered or qualified for resale or otherwise released from the lock-Up Periodup restrictions set forth in this Section 8(G)(ii) after the consummation of the IPO, such Shares will still not be saleable until after five (5) business days following the earliest of: (1) the closing of the IPO underwriter’s over-allotment in full; (2) the termination, by such underwriter, of its over-allotment option; or (3) the expiration of the forty-five (45)-day over-allotment option period; provided, however, in no event may such Shares be sold until after the thirty-first (31st) day following the closing date of the IPO.

Lock-Up Restrictions. 3.6.1 i. During the Founder Shares Lock-Up up Period, none of the Existing Sponsor Group Holders shall shall, and during the Hyperfine Shares Lock-up Period, none of the Hyperfine Holders shall: offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock or Class B Common Stock that are subject to the applicable Lock-Up up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock or Class B Common Stock that are subject to the applicable Lock-Up up Period, whether now owned or hereinafter acquired, that are is owned directly by such Existing Holder (including securities held as a custodian) or with respect to which such Existing Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the an applicable Lock-Up up Period, the “Restricted Securities”), other than any transfer to an affiliate of an Existing Holder or to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Existing Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Existing Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Existing Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. 3.6.2 ii. Each Existing Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.6.2 and for the duration of the applicable Lock-Up up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Existing Holder to comply with the foregoing restrictions restrictions. Each Existing Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the applicable Lock-Up up Period.