Common use of Lock-Up Clause in Contracts

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following the end of the First Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securities.

Lock-Up. In recognition of During the benefit that 180 day period following the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Conversion Time (the “First Lock-Up Period”), the undersigned will notHolder shall not (i) sell, without the prior written consent of Parenttransfer, directly or indirectlyassign, offer, pledge, sell, contract to sell, transfer or assign, sell any option or contract to purchase, purchase any option or contract to sell, transfer or assign, grant any option, right or warrant for the sale ofto purchase, or otherwise transfer, assign or dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which Conversion Shares (collectively, the undersigned has or hereafter acquires the power of disposition“Lock-Up Securities”), or (ii) enter into any swap or any other agreement arrangement that transfers or any transaction that transfersassigns to another person or entity, in whole or in part, directly or indirectly, any of the economic consequence benefits, obligations or other consequences of any nature of ownership of the Covered any Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securitiesthe Lock-Up Securities, in cash or otherwise (each the “Lock-Up”). The foregoing Lock-Up restrictions may only be released or waived prior to the termination of the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following the end of the First Lock-Up Period with the written consent of the Company and Xxxxxxxxx. Notwithstanding anything to and including the date that is twelve (12) months from contrary herein, the Effective Time (the “Second Lock-Up Period”), restrictions set forth in this Section 5 shall only apply to the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) Conversion Shares and not with respect to any other securities of the Covered Securities; and (iii) during Company held by the period commencing on Holder. Xxxxxxxxx is an intended third-party beneficiary of this provision. The following restrictive “Lock-Up” legend shall be affixed to the first calendar day following the end of the Second Lock-Up Period to and including Securities which shall be governed the date that is eighteen (18) months from the Effective Time (the “Third terms of this Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Periodprovision: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE LOCK UP PROVISIONS CONTAINED IN THE PREFERRED STOCK CONVERSION AND LOCKUP AGREEMENT, the “Lock-Up PeriodsDATED AS OF __, 2015 BY AND BETWEEN THE COMPANY AND THE HOLDER, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securities.

Lock-Up. In recognition (a) During the Lock-up Period (as defined below), the Holder irrevocably agrees that it will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the benefit Lock-up Shares (as defined below), enter into a transaction that would have the Merger will confer upon same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the undersignedeconomic consequences of ownership of such Lock-up Shares, and for whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other good and valuable consideration arrangement, or engage in any Short Sales (as defined below) with respect to any security of the receipt and sufficiency Purchaser. (b) In furtherance of which are hereby acknowledgedthe foregoing, the undersigned agrees that: Purchaser will (i) during place an irrevocable stop order on all Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify the Purchaser’s transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct the Purchaser’s transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (c) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) For purpose of this Agreement, the “Lock-up Period” means with respect to the Lock-up Shares, the period commencing on the Effective Time Closing Date and including ending on the date that is six (6) months from thereafter. The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Effective Time Holder’s current or former general or limited partners, managers or members, stockholders, other equity holders or direct or indirect affiliates (within the “First Lock-Up Period”)meaning of Rule 405 under the Securities Act of 1933, as amended) or to the undersigned will not, without the prior written consent estates of Parent, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, ; (2) transfers by bona fide gift to a “Transfer”); (ii) during the period commencing on the first calendar day following the end member of the First Lock-Up Period Holder’s immediate family or to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”)a trust, the undersigned will not, without beneficiary of which is the prior written consent of Parent, directly Holder or indirectly, Transfer more than one-third (1/3) a member of the Covered SecuritiesHolder’s immediate family for estate planning purposes; and (iii3) during the period commencing on the first calendar day following the end by virtue of the Second Lock-Up Period to laws of descent and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) distribution upon death of the Covered SecuritiesHolder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement.

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”up Period (as defined below), the undersigned Holder irrevocably agrees that it will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which Lock-up Shares (as defined below), enter into a transaction that would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securitiessuch Lock-up Shares, whether any such swap or transaction is of these transactions are to be settled by delivery of Parent Common Stock or other securitiesany such Lock-up Shares, in cash or otherwise otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (each as defined below) with respect to any security of Parent (these actions, collectively, “Transfer”). (b) In furtherance of the foregoing, Parent will (i) place an irrevocable stop order on all Lock-up Shares, including those that may be covered by a “Transfer”); registration statement, and (ii) during the period commencing on the first calendar day following the end notify Parent’s transfer agent in writing of the First stop order and the restrictions on such Lock-Up Period up Shares under this Agreement and direct Parent’s transfer agent not to and including process any attempts by the date that is twelve Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (12c) months from For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Effective Time Securities Exchange Act of 1934, as amended (the “Second Lock-Up PeriodExchange Act”), the undersigned will notand all types of direct and indirect stock pledges, without the prior written consent of Parentforward sale contracts, directly options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or indirectly, Transfer more than one-third (1/3) of the Covered Securities; andforeign regulated brokers. (iiid) during the period commencing on the first calendar day following the end For purpose of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Periodthis Agreement, the “Lock-Up Periods”), up Period” means the undersigned will not, without period commencing at the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of Effective Time and ending on the Covered Securities.date that is six months after the date on which the Effective Time occurs. The restrictions set forth herein shall not apply to:

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”up Period (as defined below), the undersigned will notHolder irrevocably agrees that, without the prior written consent of ParentPubCo, directly it, he or indirectly, she will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which Lock-up Shares (as defined below), enter into a transaction that would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securitiessuch Lock-up Shares, whether any such swap or transaction is of these transactions are to be settled by delivery of Parent Common Stock or other securitiesany such Lock-up Shares, in cash or otherwise otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (each as defined below) with respect to any security of PubCo. (b) In furtherance of the foregoing, PubCo will (i) place an irrevocable stop order on all Lock-up Shares, including those which may be covered by a “Transfer”); registration statement, and (ii) during notify PubCo’ transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct PubCo’ transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (c) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) For purpose of this Agreement, the “Lock-up Period” means the period commencing on the first calendar day following Closing Date and ending on the end earlier of (A) six-month anniversary of the First Lock-Up Period date of the Closing; and (B) subsequent to and including the Closing, the date on which PubCo consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that is twelve (12) months from results in all of PubCo’s shareholders having the Effective Time (the “Second Lock-Up Period”)right to exchange their PubCo Ordinary Shares for cash, the undersigned will not, without the prior written consent of Parent, directly securities or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securitiesother property.

Lock-Up. In recognition of If the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: Parent determines it is necessary to raise equity capital (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the a “First Lock-Up PeriodParent Equity Offering”), the undersigned will not, without Parent shall give notice to the prior written consent of Parent, directly or indirectly, Holders and the Holders shall not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale ofto purchase, lend, or otherwise transfer or dispose of of, directly or transfer indirectly, any Covered Securities whether now owned Parent Common Shares or hereafter acquired by the undersigned any securities convertible into or with respect to which the undersigned has exercisable or hereafter acquires the power of disposition, exchangeable for Parent Common Shares or (2) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securities, Parent Common Shares (regardless whether any such swap transaction described in clause (1) or transaction (2) above is to be settled by delivery of Parent Common Stock Shares or such other securities, in cash or otherwise (each of the foregoing, a “Transfer”); (iiotherwise) during the period commencing on beginning upon receipt by the first calendar day following the end Holders of the First Lock-Up Period to and including the date that is twelve (12) months such notice from the Effective Time parent related to the Parent Equity Offering until 45 days after the closing of such Parent Equity Offering (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Periodsuch period, the “Lock-Up Periodsup Period”); provided that in no event will the Lock-up Period last for a period of longer than 52 days. Each Holder agrees that it will, if requested, enter into a customary lock-up agreement with the managing underwriter of the Parent Common Shares for 45 days after the closing of the Parent Equity Offering. Each Holder shall keep confidential any communications received by it from the Parent regarding a Parent Equity Offering and Lock-up Period. Upon the occurrence of any Lock-up Period, the undersigned will not, without Two Year Period shall be extended by the prior written consent number of Parent, directly days during such Lock-up Period. The Lock-up Period shall not apply to distributions of Parent Common Shares or indirectly, Transfer more than two-thirds (2/3) any security convertible into Parent Common Shares to limited partners of members or other investors of the Covered SecuritiesHolders; provided that the Holders shall agree to not effect any such distribution until at least 30 days after the closing of the Parent Equity Offering. Notwithstanding the foregoing, to the extent a Holder has, prior to the beginning of a Lock-up Period, entered into a swap, hedge, derivative or similar agreement requiring such Holder to deliver or transfer Parent Common Shares during such Lock-up Period, such delivery or transfer shall not be restricted by this Section 2.01(f).

Lock-Up. In recognition 2.1 Subject to the completion of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledgedArrangement, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First LockLocked-Up Period”), the undersigned will Shareholder shall not, without the prior written consent of Trilogy Parent, directly such consent not to be unreasonably withheld or indirectlydelayed: (a) sell, offerassign, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale dispose of, or otherwise dispose of or transfer any Covered Securities whether now owned equity securities of Trilogy Parent or hereafter acquired by the undersigned securities convertible into or with respect to which the undersigned has or hereafter acquires the power exchangeable for equity securities of dispositionTrilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (b) enter into any swap swap, forward or any other agreement arrangement that transfers all or any transaction that transfers, in whole or in part, directly or indirectly, a portion of the economic consequence of consequences associated with the ownership of the Covered Securities, Specified Securities (regardless of whether any such swap or transaction arrangement is to be settled by the delivery of securities of Trilogy Parent Common Stock or other securitiesTrilogy Subsidiary, in securities of another person, cash and/or otherwise); or otherwise (each c) or agree to do any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a “Transfer”result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c); (ii) during , that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period commencing on of time that such Specified Securities are subject to the first calendar day following restrictions contained in this lock-up agreement; (d) the end exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the First Lock-Up Period to Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and including after the date that is twelve (12) months from after the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered SecuritiesTime.

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”up Period (as defined below), the undersigned Holder irrevocably agrees that it will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which Lock-up Shares (as defined below), enter into a transaction that would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securitiessuch Lock-up Shares, whether any such swap or transaction is of these transactions are to be settled by delivery of Parent Common Stock or other securitiesany such Lock-up Shares, in cash or otherwise otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (each as defined below) with respect to any security of the Purchaser. (b) In furtherance of the foregoing, the Purchaser will (i) place an irrevocable stop order on all Lock-up Shares, including those which may be covered by a “Transfer”); registration statement, and (ii) during notify the Purchaser’s transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct the Purchaser’s transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (c) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) For purpose of this Agreement, the “Lock-up Period” means with respect to the Lock-up Shares, the period commencing on the first calendar day following the end of the First Lock-Up Period to Closing Date and including ending on the date that is twelve (12) months from thereafter. The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Effective Time Holder’s current or former general or limited partners, managers or members, stockholders, other equity holders or direct or indirect affiliates (within the “Second Lock-Up Period”)meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the undersigned will not, without beneficiary of which is the prior written consent of Parent, directly Holder or indirectly, Transfer more than one-third (1/3) a member of the Covered SecuritiesHolder’s immediate family for estate planning purposes; and (iii3) during the period commencing on the first calendar day following the end by virtue of the Second Lock-Up Period to laws of descent and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) distribution upon death of the Covered SecuritiesHolder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement.

Lock-Up. In recognition (a) Other than pursuant to the LLC Agreement, no Special Holder (including any Founder Holder), other Equityholder or CCNB1 Independent Director shall Transfer, or make a public announcement of any intention to effect such Transfer, of any Lock-Up Shares (as defined below) Beneficially Owned or otherwise held by such Person during the benefit Lock-Up Period (as defined below); provided, that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during such prohibition shall not apply to Transfers permitted pursuant to Section 5.2. The “Lock-Up Period” shall be the period commencing on the Effective Time Closing Date and including ending on the date that is six (6) months from the Effective Time (the “First Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following the end of the First Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the Closing Date. The “Lock-Up Periods”)Shares” means (i) the Class A Common Stock, Class B Common Stock, Class V Common Stock, Common Units and Restricted Common Units held by the Special Holders, the undersigned will not, without Equityholders or the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) CCNB1 Independent Directors as of the Covered SecuritiesClosing Date, and (ii) shares of Class A Common Stock issued pursuant to the LLC Agreement upon exchange of Company Units held as of the Closing Date, along with an equal number of Class V Common Stock, for Class A Common Stock; provided however that (w) any Equity Securities purchased by NBOKS or any Founder Holder (or Affiliate thereof) pursuant to the Forward Purchase Agreement or any other forward purchase agreement entered into with PubCo in connection with PubCo’s initial public offering, (x) any Equity Securities purchased by NBOKS or any Affiliate of NBOKS in connection with that certain Backstop Agreement, by and between PubCo and NBOKS, dated as of October 14, 2020; (y) any Equity Securities issued pursuant to any Subscription Agreement (as defined in the BCA) entered into with PubCo in connection with the entry into the BCA (including any such agreement entered into by CC Capital or any of its Affiliates) and (z) any warrants to purchase Class A Common Stock or any Class A Common Stock underlying such warrants, shall not be “Lock-Up Shares” under this Agreement.

Lock-Up. In recognition of IKON hereby agrees that from the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: Closing until three (i) during the period commencing on the Effective Time and including the date that is six (63) months from after the Effective Time (the “First 10% Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, offer, pledgeIKON shall not transfer, sell, contract to sellassign, sell any option or contract to purchasegift, purchase any option or contract to sellhedge, grant any option, right or warrant for the sale of, pledge or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition(collectively, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following the end more than 10% of the First Lock-Up Period to and including the date that is twelve (12) months from Subject Securities held at the Effective Time (the “Second LockIKON Locked-Up PeriodSecurities”), the undersigned will not, without the prior written consent of Parent, directly ) or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lockany security convertible into or exchangeable for such IKON Locked-Up Period to Securities. SSOL and including IKON hereby agree that from the date that is eighteen Closing until six (186) months from after the Effective Time (the “Third 90% Lock-Up Period” ”, and collectively together with the First Lock-Up Period and Second 10% Lock-Up Period, the “Lock-Up Periods”), SSOL shall not Transfer the undersigned will Subject Securities held at the Effective Time (the “Remaining Locked-Up Securities”, and together with the IKON Locked-Up Securities, the “Locked-Up Securities”) or any security convertible into or exchangeable for such Remaining Locked-Up Securities. Each Stockholder hereby agrees that during the applicable Lock-Up Period, such Stockholder shall not, without the prior written consent of Parent, directly or indirectly, : (a) enter into any contract with respect to any Transfer more than two-thirds (2/3) of the Covered Locked-Up Securities or any interest therein (including any short sale), or grant any option to purchase or otherwise dispose of or enter into any Hedging Transaction (as defined below) relating to the Locked-Up Securities, (b) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Locked-Up Securities except to the extent consistent with this Agreement or (c) deposit or permit the deposit of the Locked-Up Securities into a voting trust or enter into a tender, support, voting or similar agreement or arrangement with respect to the Locked-Up Securities. The foregoing restrictions are expressly intended to preclude the Stockholders from engaging in any Hedging Transaction or other transaction which is designed to or reasonably expected to lead to or result in a Transfer of any Locked-Up Securities or the economic consequences of ownership of the Locked-Up Securities, even if the Locked-Up Securities would be Transferred by someone other than the Stockholders. For purposes of this Agreement, “Hedging Transaction” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Locked-Up Securities. Notwithstanding the foregoing, during its respective Lock-Up Period each Stockholder may, (i) Transfer Locked-Up Securities: (A) by will, (B) by operation of Law, (C) for estate planning purposes, (D) for charitable purposes or as charitable gifts or donations or (E) to any of its Affiliates or by distributions of Locked-Up Securities to any of its limited partners, members or stockholders. Each transferee of the IKON Locked-Up Securities or Locked-Up Securities pursuant to Clause (E) in the preceding sentence must agree in writing to be bound by the terms and conditions of this Section 1.1; and (ii) Transfer Locked-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Holdco Ordinary Shares involving a change of control of Holdco or other similar transaction. Any discretionary waiver or termination of the restrictions of any other similar agreements by Holdco shall automatically apply to the Stockholders.

Lock-Up. In recognition (a) Other than pursuant to the LLC Agreement, no Special Holder (including a Founder Holder) or CCH Independent Director shall Transfer, or make a public announcement of any intention to effect such Transfer, of any Lock-Up Shares (as defined below) Beneficially Owned or otherwise held by such Person during the benefit Lock-Up Period (as defined below); provided, that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during such prohibition shall not apply to Transfers permitted pursuant to Section 4.2. The “Lock-Up Period” shall be the period commencing on the Effective Time Closing Date and including ending on the earlier of (i) the date that is six one year following the Closing Date and (6ii) months from the Effective Time (date that the closing price of a share of Class A Common Stock on the New York Stock Exchange or such other principal United States securities exchange on which the Class A Common Stock is listed, quoted or admitted to trading equals or exceeds $12.00 for any 20 Trading Days within any 30-Trading Day period commencing at least 150 days after the Closing Date. The “First Lock-Up Period”), Shares” means (i) the undersigned will not, without Equity Securities in PubCo and the prior written consent of Parent, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired Operating Company held by the undersigned Special Holders or with respect to which the undersigned has or hereafter acquires the power of disposition, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership CCH Independent Directors as of the Covered SecuritiesClosing Date, whether any such swap or transaction is to be settled by delivery of Parent including Class A Common Stock or other securitiesand Class V Common Stock, in cash or otherwise (each of the foregoing, a “Transfer”); (ii) during the period commencing on Retained Restricted Company Units and the first calendar day following Restricted Sponsor Shares, in each case, to the extent vested prior to the end of the First Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period(iii) shares of Class A Common Stock issued pursuant to the LLC Agreement upon exchange of Utz Units held as of the Closing Date, along with an equal number of Class V Common Stock, for Class A Common Stock; provided however that (x) any Equity Securities purchased by the Sponsor, Founder Holders, or CCH Independent Directors pursuant to one or more Forward Purchase Agreements entered into with PubCo in connection with PubCo’s initial public offering and (y) Equity Securities up to the Foundation Transfer Amount transferred to the Foundation pursuant to the LLC Agreement, in each case shall not be “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered SecuritiesShares” under this Investor Rights Agreement.

Lock-Up. In recognition connection with the first (and, for the avoidance of doubt, only the benefit first) public/underwritten offering (regardless of whether such offering is a primary or secondary offering and including an Underwritten Shelf Takedown), each Qualified Holder agrees that the Merger will confer upon the undersignedit shall not, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on 60 days after the Effective Time and including the date that is six (6) months from the Effective Time pricing (the “First Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, offer, pledge, assign, encumber, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise transfer or dispose of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered their Acquired Equity Securities, whether Granted Equity Securities or Equity Securities issued to such Qualified Holder in connection with the Structuring Fee to any such swap or transaction is to be settled by delivery of Parent Common Stock or other securitiesPerson; provided, in cash or otherwise (each of however, that the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following the end of the First Lock-Up Period shall not apply to and including the date that is twelve following: (12i) months from the Effective Time Equity Securities issued to a Commitment Party in exchange for such party’s Unsecured Notes under the Plan (the “Second Lock-Up Period”)i.e., the undersigned will not, without the prior written consent 1145 exempt Equity Securities); (ii) resales of Parent, directly or indirectly, Transfer more than one-third (1/3) a maximum of 15% of the Covered Securitiesapplicable Commitment Party’s Equity Securities as of the Closing Date pursuant to the Resale Registration Statement; and (iii) during a tender offer for the period commencing on Equity Securities approved by the first calendar day following the end Board of Directors of the Second Issuer; (iv) sales to the Issuer pursuant to an authorized share repurchase program in accordance with Rule 10b5-1 under the Exchange Act; (v) Registrable Securities included in the Underwritten Shelf Takedown; (vi) transfers of Equity Securities between affiliate entities of a Commitment Party; or (vii) sales of Equity Securities pursuant to such registered offering. For the avoidance of doubt, (a) the Lock-Up Period shall not apply to any Equity Securities sold under one or more exemptions from registration under the Securities Act, but shall apply to sales on the Oslo Stock Exchange and including (b) before the date that is eighteen (18) months from commencement of, and after the Effective Time (termination or expiration of, the “Third LockLockup Period, there shall be no restrictions on the ability of any Qualified Holder to resell its Registrable Securities through the Resale Registration Statement in non-Up Period” and collectively with the First underwritten offerings. The Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”may be extended for up to an additional 30 days (for an aggregate of 90 days), at the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) reasonable request of the Covered Securitiesmanaging underwriters/ lead book-runner/ manager.

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (ia) during the period commencing on From the Effective Time and including until the date that is day immediately following the six (6) months from month anniversary of the Effective Time Closing Date (the “First Lock-Up Period”), the undersigned will each Shareholder shall not, without and, with respect to the prior written consent shares of ParentParent Common Stock issued to Value pursuant to the Merger Agreement, each of JM and Sr. shall cause Value not to (i) Transfer, directly or indirectly, offerany of the shares of Parent Common Stock issued to such Shareholder pursuant to the Merger Agreement (all such shares, pledge, sell, contract to sell, sell any option the “Locked-Up Shares”) or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (ii) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of any of the Covered SecuritiesLocked-Up Shares, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securitiesexcept, in cash or otherwise each case, that (each A) following the one month anniversary of the foregoing, a “Transfer”); (ii) Closing Date and during the period commencing on the first calendar day following the end remaining portion of the First Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “LockShareholders may Transfer, in the aggregate, up to twenty-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds five percent (2/325%) of the Covered SecuritiesLocked-Up Shares, (B) each Shareholder may Transfer Shares to a Permitted Transferee and (C) JM may pledge, as security for a margin loan, any Locked-Up Shares held of record by JM (it being understood that no other Shareholder Party shall pledge any shares of Parent Common Stock beneficially owned by such Shareholder Party); provided that as a condition to such Transfer under clause (B), such Permitted Transferee shall be required to execute a joinder to this Agreement; provided, further, that such Transferring Shareholder shall remain jointly and severally liable for any breaches by any such Permitted Transferee of the terms hereof. (b) Each stock certificate or book-entry notation evidencing Value’s ownership of Parent Common Stock must bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR THIS BOOK-ENTRY NOTATION ARE SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING AND SUPPORT AGREEMENT, DATED AS OF AUGUST 9, 2019, BY AND AMONG THE OWNER OF SUCH SECURITIES, OCEANFIRST FINANCIAL CORP. AND CERTAIN OTHER PARTIES THERETO AND MAY ONLY BE SOLD OR TRANSFERRED IN ACCORDANCE WITH THE TERMS THEREOF.” (c) Each Shareholder hereby agrees and consents to the entry of stop transfer instructions with Parent’s transfer agent and registrar against the transfer of the Locked-Up Shares held by such Shareholder except in compliance with this Agreement.

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”up Period (as defined below), the undersigned Holder irrevocably agrees that it, he or she will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which Lock-up Shares (as defined below), enter into a transaction that would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securitiessuch Lock-up Shares, whether any such swap or transaction is of these transactions are to be settled by delivery of Parent Common Stock or other securitiesany such Lock-up Shares, in cash or otherwise otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (each as defined below) with respect to any security of Purchaser. (b) In furtherance of the foregoing, Purchaser will (i) place an irrevocable stop order on all Lock-up Shares, including those which may be covered by a “Transfer”); registration statement, and (ii) during notify Purchaser’ transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct Purchaser’s transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (c) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) For purpose of this Agreement, the “Lock-up Period” means the period commencing on the first calendar day following the end of the First Lock-Up Period to Closing Date and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing ending on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securities.earlier of:

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”up Period (as defined below), the undersigned Holder agrees that it, he or she will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which applicable Lock-up Shares (as defined below), enter into a transaction that would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered SecuritiesLock-up Shares or otherwise, whether publicly disclose the intention to make any such swap offer, sale, pledge or transaction is disposition, or to be settled by delivery of Parent Common Stock enter into any transaction, swap, hedge or other securitiesarrangement, or engage in cash any Short Sales (as defined below) with respect to the Lock-up Shares. (b) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or otherwise foreign regulated brokers. (each c) The Lock-up Shares shall be subject to the restrictions set forth herein follows: (i) One-third of the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following the end of Lock-up Shares shall be restricted until the First Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”)up Date, the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of Lock-up Shares shall be restricted until the Second Lock-Up Period to up Date, and including one-third of the date that is eighteen (18) months from Lock-up Shares shall be restricted until the Effective Time (the “Third Lock-Up Period” and collectively with up Date; provided, that each portion of the First Lock-Up Period up Shares will be freely tradable on the earlier of the date on which the closing price of the SPAC Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and Second the like) for any 20 trading days within any 30-trading day period on a VWAP (as defined below) basis during the relevant Lock-Up up Period, or on the date on which SPAC consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of SPAC’s stockholders having the right to exchange their SPAC Shares for cash, securities or other property. For purposes of this Agreement, “Lock-Up Periods”)VWAP” means, for any date, the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) daily volume weighted average price of the Covered SecuritiesSPAC Shares for such date (or the nearest preceding date) on the trading market on which the SPAC Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)).

Lock-Up. In recognition of the benefit that the Merger will confer Additional Issuance confers upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time date of the Additional Issuance and including the date that is six (6) months from the Effective Time date of the Additional Issuance (the “First Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of dispositionundersigned, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following the end of the First Lock-Up Period to and including the date that is twelve (12) months from the Effective Time date of the Additional Issuance (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time date if the Additional Issuance (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securities.

Lock-Up. In recognition (a) Other than pursuant to the LLC Agreement, no Special Holder (including any Founder Holder), other Equityholder or CCNB1 Independent Director shall Transfer, or make a public announcement of any intention to effect such Transfer, of any Lock-Up Shares (as defined below) Beneficially Owned or otherwise held by such Person during the Lock-Up Period (as defined below); provided, that such prohibition shall not apply to Transfers permitted pursuant to Section 5.2. The “Lock-Up Period” shall be (other than in respect of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledgedBluJay Equityholders, the undersigned agrees that: (iIVP Equityholders, the Sponsor, CC Capital and NBOKS) during the period commencing on the Effective Time Closing Date and including ending on the date that is six (6) months from following the Effective Time (Closing Date or, in the “First Lock-Up Period”)case of the BluJay Equityholders, the undersigned will not, without the prior written consent of Parent, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectlyIVP Equityholders, the economic consequence of ownership of the Covered SecuritiesSponsor, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securitiesCC Capital and NBOKS, in cash or otherwise (each of the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following the end of the First Lock-Up Period to Completion Date and including ending on the date that is twelve six (126) months from the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the Completion Date. The “Lock-Up Periods”Shares” means (i) (x) the Class A Common Stock, Class B Common Stock, Class V Common Stock, Common Units and Restricted Common Units held by the Special Holders (other than the BluJay Equityholders), the undersigned will not, without Equityholders (other than the prior written consent of Parent, directly BluJay Equityholders) or indirectly, Transfer more than two-thirds (2/3) the CCNB1 Independent Directors as of the Covered SecuritiesClosing Date and (y) the Class A Common Stock held by the BluJay Equityholders as of the Completion Date, and (ii) shares of Class A Common Stock issued pursuant to the LLC Agreement upon exchange of Company Units held as of the Closing Date, along with an equal number of Class V Common Stock, for Class A Common Stock; provided however that (w) any Equity Securities purchased by NBOKS or any Founder Holder (or Affiliate thereof) pursuant to the Forward Purchase Agreement or any other forward purchase agreement entered into with PubCo in connection with PubCo’s initial public offering, (x) any Equity Securities purchased by NBOKS or any Affiliate of NBOKS in connection with that certain Backstop Agreement, by and between PubCo and NBOKS, dated as of October 14, 2020; (y) any Equity Securities issued pursuant to any Subscription Agreement (as defined in the BCA or the SPA) entered into with PubCo in connection with the entry into the BCA or the SPA (including any such agreement entered into by CC Capital or any of its Affiliates) and (z) any warrants to purchase Class A Common Stock or any Class A Common Stock underlying such warrants, shall not be “Lock-Up Shares” under this Agreement.

Lock-Up. In recognition (a) The Company agreed to file a registration statement with the SEC relating to the resale of the benefit that Shares on Form S-1, or such other form as may be applicable, within 120 days of the Closing Date and to use commercially reasonable efforts to have such registration statement declared effective by the staff of the SEC and to keep such registration effective during the Effectiveness Period (as defined in the Merger will confer upon Agreement). Regardless of the undersigned, and for other good and valuable consideration the receipt and sufficiency effective date of which are hereby acknowledgedsuch registration statement, the undersigned agrees that: Shareholder may not offer, sell, contract to sell, pledge or grant any option to purchase (icollectively, a “Disposition”) during any of the Shares for a period commencing on the Effective Time date hereof and including ending on the date that is six (6) months from month anniversary of the Effective Time date of this Lock-Up Agreement (the “First Lock-Up Period”); provided, however, that the undersigned will not, without the prior written consent of Parent, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or Shareholder may transfer any Covered Securities whether now owned Shares during such First Lock-Up Period: (1) to family members and/or estate planning vehicles; (2) to any partner, shareholder or hereafter acquired member of the Shareholder if, prior to such transfer, such partner, shareholder or member agrees in writing to be bound by the undersigned restrictions set forth herein; or with respect (3) to which the undersigned has or hereafter acquires the power of disposition, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership controlled affiliate of the Covered SecuritiesShareholder if, whether any prior to such swap or transaction is transfer, such person agrees in writing to be settled bound by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “Transfer”);restrictions set forth herein. (iib) during For a period of six (6) months after the period commencing on the first calendar day following the end expiration of the First Lock-Up Period Period, the Shareholder will be permitted to and including undertake a Disposition of up to three percent (3%) of his, her or its respective shareholdings for any given consecutive three (3) month period. (c) For the date that is twelve (12) months from the Effective Time (the “Second purpose of effectuating this Lock-Up Period”)Agreement, the undersigned will not, without Shareholder hereby consents to the prior written consent Company issuing a stop transfer instruction to the transfer agent in accordance with the terms of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second this Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Agreement. Any sale of Shares in violation of this Lock-Up Period” and collectively with Agreement by the First Shareholder shall constitute a material breach of this Lock-Up Period and Second Agreement. (d) Notwithstanding anything contrary in this Lock-Up PeriodAgreement, the “Shareholder may settle any options, calls or similar obligations with respect to the Shareholder’s Company Common Stock or Parent Common Stock that exist as of the date of the Merger Agreement. (e) The Shareholder acknowledges that its breach or impending violation of any of the provisions of this Lock-Up Periods”), Agreement may cause irreparable damage to the undersigned will not, without Company for which remedies at law would be inadequate. The Shareholder further acknowledges and agrees that the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) provisions set forth herein are essential terms and conditions of the Covered SecuritiesLock-Up Agreement that the Company may seek to enforce in addition to any of its rights or remedies provided under any other agreement or decree or order by any court of competent jurisdiction enjoining such impending or actual violation of any of such provisions. Such decree or order, to the extent appropriate, shall specifically enforce the full performance of any such provision by the Shareholder, and the Shareholder and the Company hereby consent to the jurisdiction of any such court of competent jurisdiction, state or federal, sitting in the City of Wilmington, State of Delaware, and authorizes the entry on its behalf of any required appearance for such purpose. This remedy shall be in addition to all other remedies available to the Company at law or equity.

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”up Period (as defined below), the undersigned Holder irrevocably agrees that it, he or she will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which Lock-up Shares (as defined below), enter into a transaction that would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securitiessuch Lock-up Shares, whether any such swap or transaction is of these transactions are to be settled by delivery of Parent Common Stock or other securitiesany such Lock-up Shares, in cash or otherwise otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (each as defined below) with respect to any security of Acquiror. (b) In furtherance of the foregoing, Acquiror will (i) place an irrevocable stop order on all Lock-up Shares, including those which may be covered by a “Transfer”); registration statement, and (ii) during the period commencing on the first calendar day following the end notify Acquiror’s transfer agent in writing of the First stop order and the restrictions on such Lock-Up Period up Shares under this Agreement and direct Acquiror’s transfer agent not to and including process any attempts by the date that is twelve Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (12c) months from For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Effective Time Securities Exchange Act of 1934, as amended (the “Second Lock-Up PeriodExchange Act”), the undersigned will notand all types of direct and indirect stock pledges, without the prior written consent of Parentforward sale contracts, directly options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or indirectly, Transfer more than one-third (1/3) of the Covered Securities; andforeign regulated brokers. (iiid) during the period commencing on the first calendar day following the end For purpose of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Periodthis Agreement, the “Lock-up Period” means the date that falls six months after the closing date of the Transaction; provided, that, 50% of the Lock-Up Periods”)Shares shall be automatically released from the restrictions set forth herein on the date on which the closing price of the PubCo Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period, commencing after the closing date of the Transaction; provided, further, in the event PubCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of PubCo’s stockholders having the right to exchange their shares for common stock, cash, securities or other property, then the Lock-Up Shares shall be released from the restrictions set forth herein to the extent necessary to allow such Holder to participate in such transaction. The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the undersigned will notbeneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement; or (5) transfers or distributions of, or other transactions involving, securities other than the Lock-up Shares (including, without limitation, securities acquired in the prior written consent Transaction Financing or in open market transactions); provided, no transfer hereunder shall be valid or effective unless such transferee agrees in writing to be bound by the terms of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securitiesthis Agreement as if she were an original party hereto.

Lock-Up. In recognition Each Holder hereby agrees, for the period beginning on the date of this Agreement and ending on the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency earlier of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six of the Final Closing and (6ii) months from the Effective Time (date of the “First Lock-Up Period”termination of this Agreement pursuant to Section 1.5(b), the undersigned will notthat it shall not sell, without the prior written consent of Parentoffer to sell, directly contract or indirectlyagree to sell, offerhypothecate, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant for the short sale of, or otherwise dispose of or agree to dispose of, assign, transfer any Covered Securities whether now owned or hereafter acquired by the undersigned establish or with respect to which the undersigned has increase a put equivalent position or hereafter acquires the power of disposition, liquidate or enter into any swap or any other agreement or any transaction that transfers, in whole or in partdecrease a call equivalent position, directly or indirectly, the economic consequence of ownership of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise indirectly (each of the foregoingsuch transfer, a “Transfer”); , all or any of its Subject Notes or Shares (or any right related thereto, including any voting or consent rights associated with such Subject Notes or Shares), except that the foregoing shall not apply to a sale of Subject Notes if the transferee thereof executes and delivers to the Company at or prior to the time of the relevant Transfer an assumption agreement (“Assumption Agreement”) substantially in the form set forth in Exhibit B hereto (each such transferee becoming, upon the sale, a Holder hereunder, which Holder will, for the avoidance of doubt and subject to the terms hereof, assume the obligations hereunder to deliver the related Subject Notes on any applicable Initial Closing, Subsequent Closing or Final Closing and the transferring Holder will be released from such obligations). Notwithstanding the foregoing, the Holder may (a) Transfer shares of Common Stock acquired in the Qualified Public Offering or in open market transactions on or after the Qualified Public Offering and (b) Transfer Subject Notes to the Company in accordance with Section 4.2. In addition, Holders may not engage in any Transfer starting at the close of business on a date not more than 15 days before the date of the anticipated commencement of a bona fide roadshow for the Qualified Public Offering (which date is notified by the Company in writing to such Holder before such date) and ending on the earlier of (i) the initial settlement date of the Qualified Public Offering, (ii) 21 days (or, if such roadshow includes in-person meetings in any jurisdiction outside the United States, 30 days) after the first day of such roadshow and (iii) 15 days after such notification by the Company if the roadshow has not commenced by such date. The Company will take measures to ensure that none of Wengen or the IFC Investors will Transfer any Common Stock in the Qualified Public Offering or during the period commencing from the date hereof until the Final Closing, provided that (x) Wengen or the IFC Investors may Transfer any Common Stock before the Qualified Public Offering, if the transferee thereof agrees to similar restrictions on the first calendar day following the end Transfer in advance of the First Lock-Up Period to Final Closing; and including (y) if the date that is twelve Company’s leverage (12) months from computed by dividing “Consolidated Total Indebtedness” by “EBITDA,” as such terms are defined in the Effective Time (the “Second Lock-Up Period”Indenture), as adjusted for any primary net proceeds raised in the undersigned will notQualified Public Offering, without is below 4.0x, Wengen and/or the prior written consent of Parent, directly or indirectly, IFC Investors may Transfer more than one-third (1/3) Common Stock in the Qualified Public Offering in an amount that shall not exceed 15% of the Covered Securities; and (iii) during total gross proceeds raised in the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered SecuritiesQualified Public Offering.

Lock-Up. In recognition (a) Each of TLF and Holdings hereby agrees that continuing through the earliest to occur of (x) January 1, 2019, (y) the execution of a definitive agreement providing for a Company Sale, or the public announcement of a Company Sale, as a result of which stockholders of the benefit that Company will receive cash and/or securities in exchange for or in respect of their shares of Common Stock of the Merger will confer upon Company having an aggregate per share value (the undersigned“Per Share Consideration”) of less than the Put Purchase Price (as defined below), and for other good and valuable consideration (z) the receipt and sufficiency occurrence of which are hereby acknowledgeda Bankruptcy Event (with such earliest date, the undersigned agrees that: (i) during “Restricted Period End Date” and with the period commencing on with the Effective Time completion of the Transfer and including ending with the date that is six (6) months from the Effective Time (Restricted Period End Date constituting the “First Lock-Up Restricted Period”), or if earlier, the undersigned date that this Agreement is terminated by the written consent of Fxxxxxx, TLF and Holdings will not, without the prior written consent of ParentFxxxxxx, directly or indirectlyindirectly through any Affiliate or Associate, (i) offer, pledgepledge (other than in connection with margin loans in the ordinary course of business), sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale or otherwise dispose of or transfer any Covered Securities whether now owned of the Aggregate Shares or hereafter acquired by any securities convertible into or exchangeable or exercisable for the undersigned or with respect to which the undersigned has or hereafter acquires the power of dispositionAggregate Shares, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered SecuritiesAggregate Shares, whether any such swap or transaction is to be settled by delivery of Parent Common Stock the Aggregate Shares or other securities, in cash or otherwise otherwise. In order to ensure compliance with the restrictions set forth in this Section 2, Holdings agrees that the Company may issue appropriate stop-transfer certificates or instructions with respect to any Aggregate Shares until the Restricted Period End Date. (b) During the Restricted Period, each of Holdings and TLF agrees that neither Holdings nor TLF, individually or through any Affiliate or Associate (as defined below), shall acquire (or propose or agree to acquire), of record or Beneficially (as defined below), by purchase or otherwise, any loans, debt securities, equity securities or assets of the foregoingCompany or any of its subsidiaries, a “or rights or options to acquire interests in any of the Company's loans, debt securities, equity securities or assets, other than the Transfer and Holdings’ ownership of the Aggregate Shares following the Transfer”);; provided, however, the foregoing restriction shall not apply solely as to equity compensation awards for Board or other service to the Company which have been or are approved by the Board. (iic) during the period commencing on the first calendar day following the end For purposes of the First Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securities.this Section 2:

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned, (a) Seller and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned each Owner agrees that: (i) during , without the Purchaser’s prior written consent, Seller shall not, for a period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”)) commencing on the Closing Date and ending on the two-year anniversary of the Closing Date, the undersigned will not, without the prior written consent of Parent, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, sell or otherwise dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of dispositionSecurities, or (ii) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securities, whether any such swap transaction described in clause (i) or transaction (ii) above is to be settled by delivery of Parent Common Stock Securities or such other securities, in cash or otherwise (each of otherwise. Notwithstanding the foregoing, a “Transfer”); (iii) during the period commencing on the first calendar day six (6) months following the end Closing Date and thereafter for the remainder of the First Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Seller may, subject to applicable Law, sell Securities that, in the aggregate, constitute no more than fifty percent (50%) of the Securities issued hereunder (assuming for purposes of such calculation the full exercise of all Pre-Funded Warrants) and (ii) at any time after the Closing, Seller may, subject to applicable Law, sell up to One Hundred Eighty-Five Thousand Five Hundred (185,500) Pre-Funded Warrants (which Pre-Funded Warrants shall count against the fifty percent (50%) of the Securities referenced in clause (i) of this sentence). (b) Seller and each Owner authorizes the Purchaser during the Lock-Up PeriodsPeriod to cause the transfer agent of the Purchaser’s Common Stock to decline the transfer of the Securities not in compliance with Section 7.10(a) above, and to note stop transfer restrictions on the stock register and other records relating to the Securities. Seller and each Owner hereby agrees that each outstanding certificate or book entry notation representing the Securities shall, during the Lock-Up Period, and in addition to any other legends as may be required in compliance with federal securities laws, bear a legend reading substantially as follows: THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF AN ASSET PURCHASE AGREEMENT DATED DECEMBER _, 2024, BETWEEN AGRIFY CORPORATION, THE HOLDER LISTED ON THE FACE HEREOF, AND CERTAIN OTHER PARTIES. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF AGRIFY CORPORATION AND WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF AGRIFY CORPORATION UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT. (c) Seller hereby unconditionally and irrevocably grants to Purchaser a right of first refusal to purchase all or any portion of the Securities that Seller or its Permitted Transferees may propose to include in any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Security (or any interest therein) to or for the benefit of any Person (other than Seller, the Owners, or their Affiliates if such Person has expressly agreed to be subject to the terms of this Section 7.10(c) (a “Permitted Transferee)) (any such transfer, a “Proposed Transfer”), at the undersigned will not, without same price and on the same terms and conditions as those offered to such Person (the “Prospective Transferee”). Seller or its applicable Permitted Transferee must deliver a written notice (the “Proposed Transfer Notice”) to Purchaser not later than five (5) Business Days prior written consent to the consummation of Parent, directly or indirectly, such Proposed Transfer. Such Proposed Transfer more than two-thirds Notice shall contain the material terms and conditions (2/3including price and form of consideration) of the Covered Proposed Transfer, the identity of the Prospective Transferee and the intended date of the Proposed Transfer. To exercise its right of first refusal under this Section 7.10(c), Purchaser must deliver a written notice to Seller or the applicable Permitted Transferee that Purchaser intends to exercise its right of first refusal as to some or all of the Securities proposed to be transferred (the “Transfer Securities”) with respect to any Proposed Transfer (such notice, the “Purchase Notice”) within four (4) Business Days after delivery of the Proposed Transfer Notice specifying the number of Transfer Securities to be purchased by the Purchaser. If the consideration proposed to be paid for the Transfer Securities is in property, services or other non-cash consideration, the fair market value of the consideration shall be as agreed between the Seller and Purchaser in good faith. If Purchaser for any reason cannot or does not wish to pay for the Transfer Securities in the same form of non-cash consideration, Purchaser may pay the cash value equivalent thereof, as determined in accordance with the immediately preceding sentence. The closing of the purchase of Transfer Securities by the Purchaser and Seller or its Permitted Transferee shall take place, and all payments from the Purchaser shall have been delivered to Seller or its Permitted Transferee, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Transfer; and (ii) ten (10) Business Days after delivery of the Proposed Transfer Notice.

Lock-Up. In recognition of the benefit that the Merger will confer upon the a. The undersigned, in its capacity as a Pre-Closing Holder or a Founder Holder, as the case may be, agrees, severally, and for other good and valuable consideration not jointly, not to effect any Transfer, or make a public announcement of any intention to effect such Transfer, of any Lock-Up Shares (as defined below) Beneficially Owned or otherwise held by such Person during the receipt and sufficiency of which are hereby acknowledgedapplicable Lock-Up Period (as defined below); provided, the undersigned agrees that: that such restriction on Transfers shall not apply to Transfers (i) during permitted pursuant to Article 3, (ii) by any Pre-Closing Holder following the Pre-Closing Holder Lock-Up Period or (iii) by any Founder Holder following the Founder Holder Lock-Up Period. b. The “Pre-Closing Holder Lock-Up Period” shall be the period commencing on the Effective Time Closing Date and including continuing until the earliest to occur of (i) the date that is six (6) months from after the Effective Time Closing Date, (ii) the date on which the closing share price of Common Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or (iii) the date on which NewCo completes a Change of Control. The “First Founder Holder Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered Securities, whether any such swap or transaction is to ” shall be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following Closing Date and continuing until the end earliest to occur of the First Lock-Up Period to and including (i) the date that is twelve (12) months from after the Effective Time Closing Date, (ii) the “Second Lockdate on which the closing share price of Common Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-Up Period”), the undersigned will not, without the prior written consent of Parent, directly trading day period or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the on which NewCo completes a Change of Control. “Third Lock-Up Period” and collectively means with respect to any Pre-Closing Holder (including any Person who succeeds to such Pre-Closing Holder’s rights under this Agreement pursuant to Article 3), the First LockPre-Up Period and Second Closing Holder Lock-Up Period, and with respect to any Founder Holder (including any Person who succeeds to such Founder Holder’s rights under this Agreement pursuant to Article 3), the Founder Holder Lock-Up Period. c. “Lock-Up Periods”), Shares” means the Equity Securities in NewCo held by the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) as of the Covered SecuritiesClosing Date.

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”up Period (as defined below), the undersigned Holder agrees that it, he or she will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which applicable Lock-up Shares (as defined below), enter into a transaction that would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered SecuritiesLock-up Shares or otherwise, whether publicly disclose the intention to make any such swap offer, sale, pledge or transaction is disposition, or to be settled by delivery of Parent Common Stock enter into any transaction, swap, hedge or other securitiesarrangement, or engage in cash any Short Sales (as defined below) with respect to the Lock-up Shares. (b) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or otherwise foreign regulated brokers. (each c) The Lock-up Shares shall be subject to the restrictions set forth herein follows: (i) One-third of the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following the end of Lock-up Shares shall be restricted until the First Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”)up Date, the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of Lock-up Shares shall be restricted until the Second Lock-Up Period to up Date, and including one-third of the date that is eighteen (18) months from Lock-up Shares shall be restricted until the Effective Time (the “Third Lock-Up Period” and collectively with up Date; provided, that each portion of the First Lock-Up Period up Shares will be freely tradable on the earlier of the date on which the closing price of the SPAC Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and Second Lockthe like) for any 20 trading days within any 30-Up trading day period on a VWAP (as defined below) basis during the relevant Lock- up Period, or on the date on which SPAC consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of SPAC’s stockholders having the right to exchange their SPAC Shares for cash, securities or other property. For purposes of this Agreement, “Lock-Up Periods”)VWAP” means, for any date, the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) daily volume weighted average price of the Covered SecuritiesSPAC Shares for such date (or the nearest preceding date) on the trading market on which the SPAC Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)).

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First applicable Lock-Up Period”Period (as defined below), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Stockholder covenants and agrees not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any Merger Consideration Shares issued to such Stockholder as part of or transfer the Aggregate Closing Consideration (including, for the avoidance of doubt, any Covered Securities whether now owned or hereafter acquired by Holdback Shares that are issued to the undersigned or with respect Stockholder pursuant to the Merger Agreement) (“Closing Merger Consideration Shares”), enter into a transaction which would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered SecuritiesClosing Merger Consideration Shares, whether any such swap or aforementioned transaction is to be settled by delivery of Parent Common Stock or other securitiesClosing Merger Consideration Shares, in cash or otherwise (each of the foregoingany such transaction described in this sentence, a “Transfer”);, or publicly disclose the intention to make any Transfer; provided that this Agreement shall not restrict Permitted Transfers (as defined below) of Closing Merger Consideration Shares. Any attempted transfer by the Stockholder in violation of this Agreement shall be of no effect and null and void, and shall not be recorded on the stock transfer books of Buyer, the Surviving Entity or any local custodian or transfer agent. (b) For purposes of this Agreement, “Lock-Up Period” means the period beginning on the Closing Date, and continuing to and including (i) with respect to fifty percent (50%) of such Closing Merger Consideration Shares, the date that is six months after the Closing Date, and (ii) during with respect to the period commencing on the first calendar day following the end remaining balance of the First Lock-Up Period to and including such Closing Merger Consideration Shares, the date that is twelve (12) months from after the Effective Time (Closing Date; provided, that in the “Second Lock-Up Period”), the undersigned will not, without the prior written consent event of Parent, directly a claim for offset or indirectly, Transfer more than one-third (1/3setoff by Buyer pursuant to Section 5.3(f) of the Covered Securities; and (iii) during Merger Agreement, the period commencing on the first calendar day following the end of the Second applicable Lock-Up Period shall be deemed extended with respect to a number of Closing Merger Consideration Shares held by the Stockholder, determined by dividing the number of Closing Merger Consideration Shares by the applicable Buyer Post-Closing Stock Price (and including the date that is eighteen (18) months from the Effective Time (the applicable “Third Lockdetermination date” with respect to such Buyer Post-Up Period” and collectively Closing Stock Price shall be determined in accordance with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3Section 5.3(f) of the Covered SecuritiesMerger Agreement), until the resolution of such claims for setoff or offset pursuant to Article V of the Merger Agreement.

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”)up Period provided in Section 1(d) hereof, the undersigned each Holder agrees that it, he or she will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell any option or contract to purchasehypothecate, purchase any option or contract to sellpledge, grant any option, right or warrant for the sale of, option to purchase or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), establish or transfer any Covered Securities whether now owned increase a put equivalent position or hereafter acquired by the undersigned or liquidate with respect to which or decrease a call equivalent position with respect to, any of the undersigned has or hereafter acquires Lock-up Shares, enter into a transaction that would have the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered SecuritiesLock-up Shares, whether any such swap or transaction is of these transactions are to be settled by delivery of Parent Common Stock or other securitiesany such Lock-up Shares, in cash or otherwise otherwise, publicly disclose the intention to make or to enter into any transaction specified above (each such transaction, a “Transaction”), or engage in any Short Sales (as defined below) with respect to the Lock-up Shares. (b) In furtherance of the foregoing, during the Lock-up Period, Parent will (i) place a “Transfer”); stop order on all the Lock-up Shares, including those which may be covered by a registration statement, and (ii) during notify Parent’s transfer agent in writing of the period commencing stop order and the restrictions on the first calendar day following the end of the First Lock-Up Period up Shares under this Agreement and direct Parent’s transfer agent not to and including process any attempts by the date that is twelve Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. In addition to any other applicable legends, each certificate or book entry position representing the Lock-up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SHARES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], BY AND AMONG THE ISSUER OF SUCH SHARES (12THE “ISSUER”) months from AND THE ISSUER’S STOCKHOLDER NAMED THEREIN. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (c) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Effective Time Securities Exchange Act of 1934, as amended (the “Second Lock-Up PeriodExchange Act”), the undersigned will notand all types of direct and indirect stock pledges, without the prior written consent of Parentforward sale contracts, directly or indirectlyoptions, Transfer more than one-third puts, calls, swaps and similar arrangements (1/3) of the Covered Securities; and (iii) during the period commencing including on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”a total return basis), the undersigned will not, without the prior written consent of Parent, directly and sales and other transactions through non-U.S. broker dealers or indirectly, Transfer more than two-thirds (2/3) of the Covered Securitiesforeign regulated brokers.

Lock-Up. In recognition (a) During the Lock-up Period (as defined below), the Holder irrevocably agrees that it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the benefit Lock-up Shares (as defined below), enter into a transaction that would have the Merger same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of Health Sciences. (b) In furtherance of the foregoing, Health Sciences will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during place an irrevocable stop order on all Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify Health Sciences’ transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct Health Sciences’ transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (c) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) For purpose of this Agreement, the “Lock-up Period” means: (i) with respect to 50% of the Lock-up Shares, the shorter of (A) the period commencing on the Effective Time Closing Date (as defined in the Share Exchange Agreement) and including ending on the date that is six (6) months from the Effective Time thereafter; and (the “First Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “Transfer”); (iiB) during the period commencing on the first calendar day following Closing Date and ending on the end date on which the last reported closing price of the First HS Shares on the Nasdaq Capital Market (or such other exchange on which the HS Shares are then listed) equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days during any 30 trading day period thereafter; and (ii) with respect to the remaining 50% of the Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”)up Shares, the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to Closing Date and including ending on the date that is eighteen six (186) months thereafter. The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement. In addition, if within six (6) months after the Closing Date, there is a Change of Control (as defined in the Share Exchange Agreement), then upon the consummation of such Change of Control, all Lock-up Shares shall be released from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securitiesrestrictions contained herein.

Lock-Up. (a) In connection with the Transactions, and in recognition of the benefit that the Merger Transactions will confer upon to the undersigned, Restricted Party and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledgedInsight Current Holders (collectively, the undersigned agrees that: “Insight Lock-Up Parties”), as stockholders of the Buyer, the Insight Lock-Up Parties hereby agree that during the period beginning on the date hereof and ending on the earlier of (i) during the period commencing date on which the Effective Time Merger Agreement is validly terminated in accordance with its terms and including (ii) the date that is six twelve (612) months from following the Effective Time Closing (the “First Lock-Up Period”), ) the undersigned Insight Lock-Up Parties will not, without the prior written consent of Parentthe Buyer, (1) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, to purchase or otherwise transfer or dispose of (x) any shares of the Buyer’s Common Stock or transfer any Covered Securities whether securities convertible into or exercisable or exchangeable for Buyer’s Common Stock now owned or hereafter acquired by the undersigned Insight Lock-Up Parties or with respect to which the undersigned has or hereafter acquires Insight Lock-Up Parties now have the power of dispositiondisposition or (y) any Closing Stock Consideration issued to any of the Insight Lock-Up Parties (collectively, the “Lock-Up Securities”) under the Securities Act of 1933, as amended, or (2) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Parent the Buyer’s Common Stock or other securities, in cash or otherwise (each of otherwise. Notwithstanding the foregoing, and subject to the applicable conditions below, the restrictions set forth in the first paragraph of this Section 5(a) (the “Lock-Up”) shall not apply to: (i) the 8,000,000 shares of Buyer’s Common Stock that are subject to those certain Rule 10b5-1 Distribution Plans dated January 8, 2021 (the “10b 5-1 Plans”) in effect as of the date hereof, whether sold, distributed or otherwise transferred pursuant to and during the period of the 10b5-1 Plan or after the expiration of the 10b 5-1 Plan (the “10b5-1 Plan Securities”), it being understood that the number of 10b5-1 Plan Securities will be reduced on a one-for-one basis to the extent any 10b5-1 Plan Securities are sold prior to the Closing; (ii) the 9,547 shares of Buyer’s Common Stock now owned by IVP (Venice), L.P. (the “TransferIVP (Venice) Shares”), it being understood that the number of IVP (Venice) Shares will be reduced on a one-for-one basis to the extent any IVP (Venice) Shares are sold prior to the Closing; (iii) immediately following the Closing, in addition to the 10b5-1 Plan Securities and the IVP (Venice) Shares, 4,720,137 shares of Lock-Up Securities held by the Insight Lock-Up Parties immediately after the Closing (the “Closing Free Shares”); (iiiv) during following the period commencing date that is 180 days from the Closing, in addition to the 10b5-1 Plan Securities, the IVP (Venice) Shares and the Closing Free Shares, additional Lock-Up Securities on the first calendar following schedule: (1) on the 180-day following the end anniversary of the First Closing, 8,914,923 shares of Lock-Up Securities will be released from the Lock-Up; (2) on the 270-day anniversary of the Closing, 8,914,923 shares of Lock-Up Securities will be released from the Lock-Up; and (3) on the 365-day anniversary of the Closing, all shares of Lock-Up Securities will be released from the Lock-Up. (v) provided that (1) the Buyer receives a signed lock-up agreement in accordance with the foregoing terms for the balance of the Lock-Up Period to and including from each donee, trustee, distributee or transferee, as the date that is twelve (12) months from the Effective Time (the “Second case may be, receiving Lock-Up Period”)Securities then-subject to Lock-Up and (2) any such transfer shall not involve a disposition for value: (1) distributions of Lock-Up Securities to limited partners, general partners, limited liability company members, stockholders or other equity holders of the undersigned will notInsight Lock-Up Parties; or (2) transfers of Lock-Up Securities to the Insight Lock-Up Parties’ Affiliates or to any investment fund or other entity under common management or control as the Insight Lock-Up Parties. (vi) (1) transfers or other dispositions of Lock-Up Securities pursuant to a bona fide third-party tender offer, without merger, consolidation or other similar transaction approved or recommended by the prior written consent Buyer’s board of Parentdirectors, directly or indirectly, Transfer more than onemade to all holders of the Lock-third Up Securities involving a Change of Control (1/3as defined below) of the Covered Securities; and Buyer or (iii2) during entry into any lock-up, voting or similar agreement pursuant to which the period commencing on the first calendar day following the end undersigned may agree to transfer, sell, tender or otherwise dispose of the Second Lock-Up Period to and including Securities in connection with a transaction described in clause (1) above; provided that in the date event that such tender offer, merger, consolidation or other such transaction is eighteen (18) months from not completed the Effective Time (the “Third Lock-Up Period” and collectively with the First Securities then-subject to Lock-Up Period and Second Lock-Up Periodshall remain subject to the provisions of this Section 5. For the purposes of this Section 5(a)(vi), “Change of Control” shall mean the consummation of any bona fide third party tender offer, merger consolidation or other similar transaction, in one transaction or a series of related transactions, the result of which is that any “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds person” (2/3as defined in Section 13(d)(3) of the Covered SecuritiesExchange Act), or group of persons, becomes the beneficial owners (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of total voting power of the voting stock of the Buyer (or the surviving entity or its parent company).

Lock-Up. In recognition consideration of the benefit that agreement by the Merger will confer upon Agent to offer and sell the undersignedShares, and for of other good and valuable consideration the receipt and sufficiency of which are is hereby acknowledged, the undersigned agrees that: (i) , during the period commencing on specified in the Effective Time and including the date that is six (6) months from the Effective Time following paragraph (the “First Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell pledge (except a pledge for the benefit of the Company pursuant to an agreement entered or to be entered into between the Company and the undersigned), grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant for the short sale of, or otherwise dispose of any shares of Common Stock of the Company, or transfer any Covered Securities options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereafter acquired acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the "Undersigned's Shares"). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or hereafter acquires other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the power Undersigned’s Shares even if such Shares would be disposed of dispositionby someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or enter into derives any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence significant part of ownership of the Covered Securities, whether any its value from such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following the end of the First Shares. The Lock-Up Period to and including will commence on the date that is twelve (12) months from of this Lock-Up Agreement and continue for 90 days after the Effective Time public offering date set forth on the Prospectus Supplement used to sell the Shares (the “Second Lock-Up PeriodPublic Offering Date”)) pursuant to the Sales Agreement; provided, the undersigned will nothowever, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third that if (1/3) of the Covered Securities; and (iii1) during the period commencing on the first calendar day following the end last 17 days of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second initial Lock-Up Period, the “Company releases earnings results or announces material news or a material event or (2) prior to the expiration of the initial Lock-Up Periods”)Period, the undersigned Company announces that it will not, without release earnings results during the prior written consent of Parent, directly or indirectly, Transfer more than two15-thirds (2/3) day period following the last day of the Covered Securitiesinitial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless the Agent waives, in writing, such extension. The undersigned hereby agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and the Agent and will not consummate such transaction or take any such action unless it has received written confirmation from the Company and the Agent that the Lock-Up Period (as such may have been extended pursuant to the previous paragraph) has expired.

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during During the period commencing on the Effective Time and including from the date that is six hereof through the earlier of (61) months from November 30, 2005 and (2) the Effective Time consummation of a Qualified Offering (the “First "Initial Lock-Up up Period”"), the undersigned Biogen hereby agrees that, other than pursuant to Section 3(a), it will not, without the prior written consent of Parent, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Covered Securities shares of Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned Biogen or with respect to which the undersigned Biogen has or hereafter acquires the power of dispositiondisposition (collectively, the "Lock-Up Securities") or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise otherwise. In addition, in the event Targeted consummates a public or private offering of Common Stock (each including without limitation a Qualified Offering) prior to November 30, 2005, Biogen further agrees, at the request of the foregoingmanaging underwriter or managing placement agent of such offering, to enter into a “Transfer”customary form of lock-up agreement ("Biogen's Lock-up Agreement") containing terms substantially similar to the terms set forth above and for a lock-up period of not more than 90 days after the consummation of such offering (the "Offering Lock-up Period");; provided, that in the event Biogen sells at least 1,000,000 shares of Common Stock held by it in such offering, the Offering Lock-up Period shall be increased by an additional 45 days for each 500,000 shares of Common Stock Biogen sells above 1,000,000. The lock-up provided for in Biogen's Lock-up Agreement shall terminate immediately if the Qualified Offering is abandoned by Targeted at any time. (ii) during Targeted agrees to use its best efforts to cause each director, officer and holder of 10% or more of its Common Stock to enter into a customary form of lock-up agreement with the period commencing on the first calendar day following the end managing underwriter or managing placement agent of the First Qualified Offering containing terms substantially similar to the terms set forth in Section 3(b)(i) above. Biogen's Lock-Up Period up Agreement shall provide that if the managing underwriters or placement agents for the offering consent to and including or otherwise permit a transaction by an officer, director or stockholder with respect to all or a portion of their shares of Common Stock, which action would not otherwise be permitted by the date that is twelve (12) months from lock-up agreement of such officer, director or stockholder, Biogen shall be permitted to take a similar action with respect to the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent same proportion of Parent, directly or indirectly, Transfer more than one-third (1/3) its shares of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered SecuritiesCommon Stock.

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned(a) Subject to Section 3 below, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”), the undersigned Holder agrees that it, he or she will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which Lock-Up Shares (as defined herein), enter into a transaction that would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered SecuritiesLock-Up Shares or otherwise, whether publicly disclose the intention to make any such swap offer, sale, pledge or transaction is disposition, or to be settled by delivery of Parent Common Stock enter into any transaction, swap, hedge or other securitiesarrangement, or engage in cash or otherwise any Short Sales (each as defined below) with respect to the Lock-Up Shares (any of the foregoing, a “Prohibited Transfer”);. (iib) In furtherance of the foregoing, during the period commencing on the first calendar day following the end of the First Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the Company will (i) place a stop order on all the Lock-Up Shares, including those which may be covered by a registration statement, and (ii) notify the Company’s transfer agent in writing of the stop order and the restrictions on the Lock-Up Shares under this Agreement and direct the Company’s transfer agent not to process any attempts by the Holder to resell or transfer any Lock-Up Shares, except in compliance with this Agreement. (c) For purposes hereof, “Short Sales” include all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) The term “Lock-Up Periods”), Period” means the undersigned will not, without date from the prior written consent Closing until the earlier of Parent, directly or indirectly, Transfer more than two-thirds (2/3i) two years after the date of the Covered SecuritiesClosing and (ii) the date on which the closing price of the SPAC Shares exceeds USD $12.50 for any 20 trading days within a 30-trading day period following the one-year anniversary of the Closing (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations).

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned(a) Except as otherwise consented to by PubCo in its sole discretion, each Holder severally, and for other good and valuable consideration not jointly, agrees with PubCo not to effect any Transfer, or make a public announcement of any intention to effect such Transfer, of any Lock-Up Shares (as defined below) Beneficially Owned or otherwise held by such Person during the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: Lock-Up Period (as defined below); provided that such prohibition shall not apply to Transfers (i) permitted pursuant to Section 4.2 or (ii) permitted pursuant to Article III. For the avoidance of doubt, each Holder agrees with PubCo not to effect an LP Distribution during the Lock-Up Period; provided, in each such case, it is understood and agreed that, notwithstanding anything to the contrary in this Investor Rights Agreement, Sponsor may exercise the Locked-Up Warrants at any time during the Lock-Up Period. The “Lock-Up Period” shall be (x) in the case of the Holders (other than the Colony Holders), the period commencing on the Effective Time Closing Date and including ending on the date that is six 180 days following the Closing Date and (6y) months from in the Effective Time (the “First Lock-Up Period”)case of Colony Holders, the undersigned will not, without the prior written consent of Parent, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day Closing Date and ending on the date that is one year following the end Closing Date; provided that if the primary external tax advisor for PubCo reasonably concludes that the Intended Tax Treatment (as defined in the Merger Agreement) of the First Transactions (as defined in the Merger Agreement) is not “more likely than not” the appropriate tax treatment for the Transactions, then, for each Blade Holder, the Lock-Up Period shall be deemed to and including the date that is twelve (12) months from the Effective Time (the “Second have expired with respect to a number of Lock-Up Period”), Shares held by such Blade Holder the undersigned will not, without the prior written consent sale of Parent, which in accordance with Article III would provide (pursuant to such Blade Holder’s reasonable determination) net proceeds to such Blade Holder reasonably sufficient to enable such Blade Holder to discharge such Blade Holder’s cash tax liabilities resulting directly or indirectly, Transfer more than one-third (1/3) from the consummation of the Covered Securities; and (iii) during Transactions and the period commencing on the first calendar day following the end sale of the Second any such Lock-Up Period to and including the date that is eighteen Shares (18) months from the Effective Time (the such sale, a “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the Tax Sale”). The “Lock-Up Periods”), Shares” means the undersigned will not, without Registrable Securities held by the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) Holders as of the Covered SecuritiesClosing Date, including Common Stock and the Warrants (other than any shares acquired in the PIPE Investment).

Lock-Up. In recognition of the benefit that the Merger 8.1 Lock-Up Agreement (a) Other than with respect to a Permissible Transfer, Sponsor agrees that, without Ultra’s prior written consent, Sponsor will confer upon the undersignednot, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledgedwill cause its controlled Affiliates, including, without limitation, the undersigned agrees that: (i) during the Enumerated Stockholders not to, for a period commencing on the Effective Time Closing Date and including ending on the earlier of (i) January 1, 2019 and (ii) the date that is six nine months following the Closing Date (6) months from the Effective Time (such applicable date, the “First Lock-Up PeriodInitial Date”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, (A) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of, directly or indirectly, any shares of Ultra Common Stock or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of dispositionsecurities convertible into, exercisable for, or exchangeable for shares of Ultra Common Stock, or (B) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered SecuritiesUltra Common Stock (the actions set forth in clauses (A) and (B), a “Transfer”), whether any such swap transaction described in clause (A) or transaction (B) of this sentence is to be settled by delivery of Parent Common Stock common stock or such other securities, in cash or otherwise (each of the foregoing, a “Transfer”);otherwise. (iib) Sponsor agrees that, without Ultra’s prior written consent, Sponsors will not, and will cause its controlled Affiliates, including, without limitation, the Enumerated Stockholders, not to, during the period commencing on the first calendar day following Closing Date and ending on the end Initial Date, make any demand for or exercise any right with respect to, the registration of any shares of Ultra Common Stock under Part I of this Agreement. (c) Other than with respect to a Permissible Transfer, Sponsor agrees that, without Ultra’s prior written consent, Sponsor will not, and will cause its controlled Affiliates, including, without limitation, the First Lock-Up Period to Enumerated Stockholders not to, for a period commencing on the Initial Date and including ending on the date that is the earlier of (i) April 1, 2019 and (ii) the date that is twelve (12) months from following the Effective Time (Closing Date, effect any Transfer that would involve in the “Second Lockaggregate together with all other Transfers during such three-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer month period more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end total number of the Second Lock-Up Period shares of Ultra Common Stock issued as Vector Stock Consideration and Kodiak Stock Consideration, or any securities convertible into or, exercisable for, or exchangeable for such shares or any swap or other arrangement that transfers to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Periodanother, in whole or in part, the economic consequences of ownership of such securities (collectively in the aggregate a “LockPermitted One-Up PeriodsThird”), whether any such Transfer is to be settled by delivery of common stock or such other securities, in cash or otherwise. (d) Sponsor consents to the undersigned will notentry of stop transfer instructions with Ultra’s transfer agent and registrar relating to the transfer of the Sponsor’s and its controlled Affiliates’, including, without limitation, the prior written consent Enumerated Stockholders’, shares of ParentUltra Common Stock except in compliance with the restrictions set forth in this Section 8. (e) For purposes of this Section 3, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securities.“Permissible Transfer” means:

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (ia) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, The Holder shall not offer, pledge, sell, contract to sell, sell any option or contract to purchasepledge, purchase any option or contract to sellassign, grant any option, right or warrant for the sale ofto purchase, or otherwise dispose of or transfer lend, make any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of dispositionshort sale, or enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership, or otherwise dispose of, directly or indirectly, the economic consequence shares of ownership common stock, par value $0.001 per share, of Entellus (“Entellus Common Stock”) received pursuant to the Merger Agreement (the “Locked-Up Shares”) for the period beginning on the Closing Date and continuing (i) with respect to twenty-five percent (25%) of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following the end of the First LockLocked-Up Period to and including Shares, through the closing of trading on the date that is twelve ninety (1290) months from days after the Effective Time Closing Date, (the “Second Lockii) with respect to an additional twenty-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third five percent (1/325%) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second LockLocked-Up Period to and including Shares, through the closing of trading on the date that is eighteen one hundred and eighty (18180) months from days after the Effective Time Closing Date and (iii) with respect to the remaining shares, through the close of trading on the date that is three hundred sixty-five (365) days after the Closing Date (each such period, referred to as a “Third Lock-Up Period” and collectively with as the First “Lock-Up Period and Second Period”). (b) Notwithstanding the provisions of Section 1(a), during a Lock-Up Period, the “LockHolder may transfer all or a portion of the Locked-Up PeriodsShares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree in writing to be bound by the terms and conditions of this Agreement, (ii) to any trust for the direct or indirect benefit of the Holder or an immediate family member of the Holder; provided that the trustee of the trust agrees in writing to be bound by the terms and conditions of this Agreement; provided, further that any such transfer shall not involve a disposition for value, (iii) to the Holder’s affiliates (including, if applicable, commonly controlled or managed investment funds) provided that such affiliate(s) agree in writing to be bound by the terms and conditions of this Agreement, (iv) pursuant to a tender or exchange offer publicly recommended by Entellus’s board of directors, (v) pursuant to a merger, stock sale, consolidation or other transaction publicly recommended by the Entellus’s board of directors, (vi) by will or other testamentary document or by intestacy or (vii) distributions of the Locked-Up Shares to current or former members, partners, stockholders or subsidiaries of Holder provided that such members, partners, stockholders or subsidiaries agree in writing to be bound by the terms and conditions of this Agreement. For purposes hereof, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin, and “affiliate” shall mean, as applied to any entity, any other entity directly or indirectly controlling, controlled by, or under direct or indirect common control with, such entity (for purposes hereof, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any entity, means the undersigned will not, without the prior written consent of Parentpossession, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securitiespower to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise).

Lock-Up. In recognition (a) Investor shall not, directly or indirectly, alone or in conjunction with any member of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”), the undersigned will notInvestor Group, without the prior written consent of Parentthe Company, directly or indirectlyduring the period commencing on the date the 2022 Contingent Shares are issued, if at all, under the Purchase Agreement (such date, the “2023 Lock-up Commencement Date”) and ending on the one year anniversary of the 2023 Lock-up Commencement Date (the “2023 Lock-up Period”), (a) offer, pledge, sell, contract to sell, grant any option, right or warrant to purchase, give, assign, hypothecate, pledge, encumber, grant a security interest in, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for to purchase, lend or otherwise transfer or dispose of (including through any hedging or other similar transaction) any economic, voting or other rights in or to the sale of2022 Contingent Shares, or otherwise transfer or dispose of of, directly or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of dispositionindirectly, or (b) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securities, whether Contingent Shares (any such swap transaction described in clause (a) or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoingb) above, a “Transfer”). Notwithstanding the foregoing, the restrictions set forth in this Section 3.1(a) shall lapse as follows: (i) following the four-month anniversary of the 2023 Lock-up Commencement Date, one-third of the 2022 Contingent Shares may be Transferred; (ii) following the eight-month anniversary of the 2023 Lock-up Commencement Date, an additional one-third of the 2022 Contingent Shares may be Transferred, which one-third shall be in addition to the Transfers permitted by clause (i) above, and (iii) upon the one-year anniversary all of the 2022 Contingent Shares may be Transferred. The restrictions set forth in this Section 3.1(a) shall not apply to (1) Transfers to Permitted Transferees or Transfers by operation of law, including by virtue of the laws of the State of Delaware or Investor’s constituent documents upon dissolution of Investor, not undertaken for the purpose of avoiding the restrictions imposed by this Agreement; provided, however, that any such transferee must agree in an executed written agreement (a copy of which will be delivered to the Company) for the benefit of the Company (A) to be bound by the terms and restrictions set forth in this Article III prior to such Transfer or distribution, as applicable, and (B) if such Permitted Transferee is an Affiliate of Investor and does not otherwise qualify as a Permitted Transferee, to Transfer such shares of Common Stock back to Investor if, during the period commencing on the first calendar day following the end of the First Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second 2023 Lock-Up Period”), such Person ceases to be an Affiliate of Investor, or (2) any Transfers made in connection with any tender offer, exchange offer, merger, consolidation or other similar transaction approved or recommended by the undersigned will Board or a committee thereof. Notwithstanding the foregoing, Investor shall not be entitled to distribute any of the 2022 Contingent Shares to its holders during the 2023 Lock-Up Period. (b) Investor shall not, directly or indirectly, alone or in conjunction with any member of the Investor Group, without the prior written consent of Parentthe Company, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following date the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time 2023 Contingent Shares are issued (the “Third 2024 Lock-Up Period” up Commencement Date”), if at all, under the Purchase Agreement and collectively with ending on the First one-year anniversary of such issuance date (the “2024 Lock-Up Period up Period”), Transfer any 2023 Contingent Share; provided, that, the transfer restrictions set forth in this Section 3.1(b) shall not apply to a number of 2023 Contingent Shares (to the extent the following formula results in a number greater than zero) equal to (x) the number of 2023 Contingent Shares multiplied by the 2023 Share Value minus (y) the lesser of (1) $25.0 million and Second (2) one-half of the number of 2023 Contingent Shares multiplied by the 2023 Share Value, rounded to the nearest whole number. Notwithstanding the foregoing, the restrictions set forth in this Section 3.1(b) shall lapse as follows: (i) following the four-month anniversary of the 2024 Lock-up Commencement Date, one-third of the 2023 Contingent Shares may be Transferred; (ii) following the eight-month anniversary of the 2024 Lock-up Commencement Date, an additional one-third of the 2023 Contingent Shares may be Transferred, which one-third shall be in addition to the Transfers permitted by clause (i) above, and (iii) upon the one-year anniversary all of the 2023 Contingent Shares may be Transferred. Notwithstanding the foregoing, the restrictions set forth in this Section 3.1(b) shall not apply to (1) Transfers to Permitted Transferees or Transfers by operation of law, including by virtue of the laws of the State of Delaware or Investor’s constituent documents upon dissolution of Investor, not undertaken for the purpose of avoiding the restrictions imposed by this Agreement; provided, however, that any such transferee must agree in an executed written agreement (a copy of which will be delivered to the Company) for the benefit of the Company (A) to be bound by the terms and restrictions set forth in this Article III prior to such Transfer or distribution, as applicable, and (B) if such Permitted Transferee is an Affiliate of Investor and does not otherwise qualify as a Permitted Transferee, to Transfer such shares of Common Stock back to Investor if, during the 2024 Lock-Up Period, such Person ceases to be an Affiliate of Investor, or (2) any Transfers made in connection with any tender offer, exchange offer, merger, consolidation or other similar transaction approved or recommended by the “Board or a committee thereof. Notwithstanding the foregoing, Investor shall not be entitled to distribute any of the 2023 Contingent Shares to its holders during the 2024 Lock-Up Periods”)Period. (c) Investor shall not, directly or indirectly, alone or in conjunction with any member of the undersigned will notInvestor Group, without the prior written consent of Parentthe Company, directly or indirectlyduring the period commencing on the date the 2024 Contingent Shares are issued, if at all, under the Purchase Agreement and ending on the six-month anniversary of such issuance date (the “2025 Lock-up Period”), Transfer more any 2024 Contingent Share; provided, that, the transfer restrictions set forth in this Section 3.1(c) shall not apply to a number of 2024 Contingent Shares (to the extent the following formula results in a number greater than two-thirds zero) equal to (2/3x) the number of 2024 Contingent Shares multiplied by the 2024 Share Value minus (y) $25.0 million, rounded to the nearest whole number. Notwithstanding the foregoing, the restrictions set forth in this Section 3.1(c) shall not apply to (i) Transfers to Permitted Transferees or Transfers by operation of law, including by virtue of the Covered Securitieslaws of the State of Delaware or Investor’s constituent documents upon dissolution of Investor, not undertaken for the purpose of avoiding the restrictions imposed by this Agreement; provided, however, that any such transferee must agree in an executed written agreement (a copy of which will be delivered to the Company) for the benefit of the Company (1) to be bound by the terms and restrictions set forth in this Article III prior to such Transfer or distribution, as applicable, and (2) if such Permitted Transferee is an Affiliate of Investor and does not otherwise qualify as a Permitted Transferee, to Transfer such shares of Common Stock back to Investor if, during the 2023 Lock-Up Period, such Person ceases to be an Affiliate of Investor, or (ii) any Transfers made in connection with any tender offer, exchange offer, merger, consolidation or other similar transaction approved or recommended by the Board or a committee thereof. Notwithstanding the foregoing, Investor shall not be entitled to distribute any of the 2024 Contingent Shares to its holders during the 2025 Lock-Up Period.

Lock-Up. In recognition 8.1 Without prejudice to any requirement under Applicable Laws in respect of any Disposal, the Seller undertakes to the Buyer that, in respect of the benefit that Locked-Up Consideration Shares it receives at Completion and any other equity securities issued by the Merger will confer upon Buyer in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalisation of the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time Locked-Up Consideration Shares (the “First LockLocked-Up Periodup Securities”), the undersigned will it shall not, and shall procure that none of its Affiliates, nominees, trusts associated with it or any person acting on its or their behalf shall, without the prior written consent of Parent, directly or indirectly, offer, pledge, sell, contract the Buyer: 8.1.1 from and including the Completion Date to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for and excluding the sale of, or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired by date falling six (6) months after the undersigned or with respect to which Completion Date (the undersigned has or hereafter acquires the power of disposition, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “TransferFirst Lock-up Period”), Dispose of any Locked-up Securities; (ii) during 8.1.2 from and including the period commencing date on the first calendar day following the end of which the First Lock-Up up Period expires to and including excluding the date that is twelve falling three (123) months from after the Effective Time date on which the First Lock-up Period expires (the “Second Lock-Up up Period”), the undersigned will not, without the prior written consent Dispose of Parent, directly or indirectly, Transfer more than onetwenty-third five per cent. (1/325%) of the Covered Securities; andLocked-up Consideration Shares held by the Seller immediately following Completion (subject to such adjustment as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalisation); (iii) during 8.1.3 from and including the period commencing date on the first calendar day following the end of which the Second Lock-Up up Period expires to and including excluding the date that is eighteen falling three (183) months from after the Effective Time date on which the Second Lock-up Period expires (the “Third Lock-Up up Period” ”), Dispose of more than thirty-seven and collectively a half per cent. (37.5%) of the Locked-up Consideration Shares held by the Seller immediately following Completion (subject to such adjustment as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalisation); 8.1.4 from and including the date on which the Third Lock-up Period expires to and excluding the date falling three (3) months after the date on which the Third Lock-up Period expires (the “Fourth Lock-up Period”), Dispose of more than fifty per cent. (50%) of the Locked-up Consideration Shares held by the Seller immediately following Completion (subject to such adjustment as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalisation); 8.1.5 from and including the date on which the Fourth Lock-up Period expires to and excluding the date falling three (3) months after the date on which the Fourth Lock-up Period expires (the “Fifth Lock-up Period”), Dispose of more than sixty-two and a half per cent. (62.5%) of the Locked-up Consideration Shares held by the Seller immediately following Completion (subject to such adjustment as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalisation); 8.1.6 from and including the date on which the Fifth Lock-up Period expires to and excluding the date falling three (3) months after the date on which the Fifth Lock-up Period expires (the “Sixth Lock-up Period”), Dispose of more than seventy-five per cent. (75%) of the Locked-up Consideration Shares held by the Seller immediately following Completion (subject to such adjustment as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalisation); and 8.1.7 from and including the date on which the Sixth Lock-up Period expires to and excluding the date falling three (3) months after the date on which the Sixth Lock-up Period expires (the “Seventh Lock-up Period”, and together with the First Lock-Up Period and up Period, the Second Lock-Up up Period, the Third Lock-up Period, the Fourth Lock-up Period, the Fifth Lock-up Period and the Sixth Lock-up Period, the “Lock-Up Periodsup Period”), the undersigned will not, without the prior written consent Dispose of Parent, directly or indirectly, Transfer more than twoeighty-thirds seven and a half per cent. (2/387.5%) of the Covered SecuritiesLocked-up Consideration Shares held by the Seller immediately following Completion (subject to such adjustment as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalisation). 8.2 The restrictions set out in clause 8.1 shall not prohibit any transfer of any Locked-up Securities by the Seller to an Affiliate of the Seller. 8.3 The restrictions set out in clause 8.1 prohibiting the Disposal of any Locked-up Securities by the Seller shall cease to apply in the event if, at any time during the Lock-up Period: 8.3.1 material changes are made to the functions of the chief executive officer, chief scientific officer or chief financial officer of the Buyer (“Senior Management”), which materially impact the Buyer’s ability to carry out its ordinary course of business; 8.3.2 any person holding any Senior Management position intentionally fails to perform the functions of such Senior Management position, which materially impacts the Buyer’s ability to carry out its ordinary course of business; 8.3.3 any member of the Senior Management of the Buyer being indicted of any criminal offence or any offence relating to fraud, bribery or corruption; 8.3.4 a change of Control occurs in respect of the Buyer; or 8.3.5 the Buyer becomes insolvent under the laws of its jurisdiction of incorporation.

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”up Period (as defined below), the undersigned Holder irrevocably agrees that it, he or she will not, without the prior written consent of Parent, directly or indirectlynot transfer, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which Lock-up Shares (as defined below), enter into a transaction that would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securitiessuch Lock-up Shares, whether any such swap or transaction is of these transactions are to be settled by delivery of Parent Common Stock or other securitiesany such Lock-up Shares, in cash or otherwise otherwise, publicly disclose the intention to make any transfer, offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement or to effect any of the transaction specified above, or engage in any Short Sales (each as defined below) with respect to any security of Purchaser. (b) In furtherance of the foregoing, Purchaser will (i) place an irrevocable stop order on all Lock-up Shares, including those which may be covered by a “Transfer”); registration statement, and (ii) during notify Purchaser’s transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct Purchaser’s transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (c) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) For purpose of this Agreement, the “Lock-up Period” shall mean, (i) with respect to the Lock-up Shares other than the Earnout Shares, the period commencing on the first calendar day following the end of the First Lock-Up Period to Closing Date and including ending on the date that is twelve one (121) months from year thereafter; and (ii) with respect to the Effective Time (the “Second Lock-Up Period”)Earnout Shares, the undersigned will not, without period commending on the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) date of the Covered Securities; and (iii) during the period commencing issuance of such Earnout Shares and ending on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen one (181) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securitiesyear thereafter.

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First applicable Lock-Up Period”up Period (as defined below), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Lock-up Holders (as defined below) may not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sellpledge, grant any option, right or warrant for the sale ofoption to purchase, or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), establish or transfer any Covered Securities whether now owned increase a put equivalent position or hereafter acquired by the undersigned or liquidate with respect to which or decrease a call equivalent position with respect to, any of the undersigned has or hereafter acquires Lock-up Shares, enter into a transaction that would have the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered SecuritiesLock-up Shares, whether any such swap or transaction is of these transactions are to be settled by delivery of Parent Common Stock or other securitiesany such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any transaction specified above, or engage in any Short Sales (as defined below) with respect to the Lock-up Shares. With respect to the First Operating Performance Milestone Shares (as defined below), the restrictions set forth in this Section 7.14 shall not be deemed to contradict, limit, or otherwise supersede the earnout provisions set forth in Section 3.7 of the Merger Agreement. (each b) In furtherance of the foregoing, during the applicable Lock-up Period, the Corporation will (i) place a “Transfer”); stop order on all the Lock-up Shares, including those which may be covered by a registration statement, and (ii) during notify the period commencing Corporation’s transfer agent in writing of the stop order and the restrictions on the first calendar day following the end of the First Lock-Up Period up Shares under this Section 7.14 and direct the Corporation’s transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Section 7.14. In addition to any other applicable legends, each certificate or book entry position representing the Lock-up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SHARES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE ISSUER’S BYLAWS. A COPY OF SUCH BYLAWS WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (c) Notwithstanding the foregoing, and including subject to the date that is twelve conditions below, the Lock-up Holders may transfer Lock-up Shares in connection with (12each, a “Permitted Transfer”): (i) months from transfers or distributions to the Effective Time Lock-up Holder’s current or former general or limited partners, managers or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Second Securities Act”)), including any investment fund, special purpose vehicle or other entity that controls or manages, is under common control or management with, or is controlled or managed by, the Lock-Up Period”)up Holder, or to the estates of any of the foregoing; (ii) transfers by bona fide gift or gifts to a member of the Lock-up Holder’s immediate family or to a trust, the undersigned will not, without beneficiary of which is the prior written consent of Parent, directly Lock-up Holder or indirectly, Transfer more than one-third (1/3) a member of the Covered SecuritiesLock-up Holder’s immediate family for estate planning purposes; and (iii) by virtue of a will, testamentary document or the laws of descent and distribution upon death of the Lock-up Holder; (iv) pursuant to a qualified domestic relations order or as required by a divorce settlement; (v) transfers to the Corporation’s officers, directors or their affiliates; (vi) pledges of Lock-up Shares as security or collateral in connection with a borrowing or the incurrence of any indebtedness by the Lock-up Holder; provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers; (vii) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of the Corporation or which results in all of the holders of Corporation Common Stock having the right to exchange their Corporation Common Stock for cash, securities or other property subsequent to the consummation of such transaction; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-up Shares shall remain subject to the restrictions set forth in this Section 7.14; (viii) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the period commencing applicable Lock-up Period; (ix) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase Corporation Common Stock or the vesting of stock-based awards, provided that any Corporation Common Stock issued upon such exercise or vesting shall become Lock-up Shares subject to this Section 7.14; (x) transfers in payment on the first calendar day following the end a “net exercise” or “cashless” basis of the Second exercise or purchase price with respect to the exercise of options to purchase Corporation Common Stock, to the extent the instruments representing such options permit exercises on a cashless basis and provided that any Corporation Common Stock issued upon such exercise shall become Lock-Up Period up Shares subject to this Section 7.14; and including (xi) to the date that is eighteen extent required by any legal or regulatory order. (18d) months from Notwithstanding the Effective Time (other provisions set forth in this Section 7.14 or any other provision contained herein, the “Third Board may, in its sole discretion, determine to waive, amend, or repeal the lock-up obligations set forth in this Section 7.14, whether in whole or in part; provided, that, during the Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up up Period, the “Lockany such waiver, amendment or repeal of any lock-Up Periods”up obligations set forth in Section 7.14, and any waiver, amendment or repeal of this Section 7.14(d), shall require the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) unanimous approval of the Covered Securitiesdirectors.

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”up Period (as defined below), the undersigned Holder irrevocably agrees that it, he or she will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which Lock-up Shares (as defined below), enter into a transaction that would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securitiessuch Lock-up Shares, whether any such swap or transaction is of these transactions are to be settled by delivery of Parent Common Stock or other securitiesany such Lock-up Shares, in cash or otherwise otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (each as defined below) with respect to any security of Nauticus. (b) In furtherance of the foregoing, Nauticus will (i) place an irrevocable stop order on all Lock-up Shares, including those which may be covered by a “Transfer”); registration statement, and (ii) during the period commencing on the first calendar day following the end notify Nauticus’ transfer agent in writing of the First stop order and the restrictions on such Lock-Up Period up Shares under this Agreement and direct Nauticus’ transfer agent not to and including process any attempts by the date that is twelve Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (12c) months from For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Effective Time Securities Exchange Act of 1934, as amended (the “Second Lock-Up PeriodExchange Act”), the undersigned will notand all types of direct and indirect stock pledges, without the prior written consent of Parentforward sale contracts, directly options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or indirectly, Transfer more than one-third (1/3) of the Covered Securities; andforeign regulated brokers. (iiid) during the period commencing on the first calendar day following the end For purpose of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Periodthis Agreement, the “Lock-up Period” means (1) for ninety percent (90%) of the Lock-Up PeriodsShares (the “Majority Lock-Up Shares”), the undersigned will notperiod that ends 180 days after the closing date of the Transaction, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds and (2/32) for ten percent (10%) of the Covered SecuritiesLock-Up Shares (the “Minority Lock-Up Shares”), the earlier of (i) the effective date of a registration statement on which the Lock-Up Shares are included or (ii) the period that ends 90 days after the closing date of the Transaction; provided, however, until such time as the restrictions set forth herein on the Majority Lock-Up Shares are released, (3) the Minority Lock-Up Shares may not be sold for a price lower than the Per Share Equity Consideration Value (as defined in the Merger Agreement) and (4) Holder shall not sell more Minority Lock-Up Shares (which shares shall be sold under a Rule 10b5-1 or other allowable plan) on any particular trading day than a number of shares equal to the lesser of (i) 10% of the average daily volume of shares of Nauticus common stock sold on the NASDAQ Composite during the prior week and (ii) 5,000 shares; provided, further, in the event Nauticus completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Nauticus’ stockholders having the right to exchange their shares for common stock, cash, securities or other property, then the Lock-Up Shares shall be released from the restrictions set forth herein to the extent necessary to allow such Holder to participate in such transaction. The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement; or (5) transfers or distributions of, or other transactions involving, securities other than the Lock-up Shares (including, without limitation, securities acquired in the Transaction Financing or in open market transactions); provided, no transfer hereunder shall be valid or effective unless such transferee agrees in writing to be bound by the terms of this Agreement as if she were an original party hereto.

Lock-Up. In recognition of During the benefit that 180-day period following the Merger will confer upon the undersignedClosing Date, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”), the undersigned will not, without the prior written consent of Parentno Seller may, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchaselend, purchase any option or contract to sellencumber, grant any optionpledge, right or warrant for the sale of, donate or otherwise dispose of or transfer any Covered Securities shares of Paramount Common Stock issued to such Seller pursuant to this Agreement or any securities received as a distribution thereon or otherwise with respect thereto, whether now owned or hereafter acquired by the undersigned such Seller or with respect to which the undersigned such Seller has or hereafter acquires the power of dispositiondisposition (collectively, “Restricted Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered Restricted Securities, whether any such swap or transaction described in (i) or (ii) above is to be settled by the delivery of Parent shares of Paramount Common Stock or other securities, in cash or otherwise (each any of the foregoing, a “Transfer”); (ii) during . During the period commencing on the first calendar day beginning 180 days following the end of Closing Date (the First “Lock-Up Period to Release Date”) and including ending (i) 90 days following the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”)Release Date, the undersigned will not, without the prior written consent of Parentno Seller may, directly or indirectly, Transfer more than one-third (1/3) in excess of 50% of the Covered Securities; and total number of Restricted Securities held by such Seller on the Lock-Up Release Date, (iiiii) during the period commencing on the first calendar day following the end anniversary of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up PeriodClosing Date, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parentno Seller may, directly or indirectly, Transfer more than two-thirds (2/3) in excess of 75% of the Covered Securitiestotal number of Restricted Securities held by such Seller on the Lock-Up Release Date. Following the first anniversary of the Closing Date all or any portion of the Restricted Securities may be Transferred by a Seller without restriction under this Section 5.16. Anything to the contrary notwithstanding, any Seller may sell or otherwise transfer any shares of Paramount Common Stock to another Seller (or a trust for the benefit of another Seller) after the Closing; and any Seller that is a trust may transfer shares of Paramount Common Stock after the Closing to the beneficiary of the trust upon the trust’s maturity; in each case subject to compliance with applicable Law.

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned (a) The Subscriber agrees that: (i) , during the period commencing on the Effective Time and including the date that is six (6specified in Section 13(b) months from the Effective Time (the “First "Lock-Up Period”"), the undersigned Subscriber will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell charge, pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant for the short sale of, or otherwise dispose of any Shares (the "Locked-Up Shares"), except as set forth in Section 13(d) hereof. The foregoing restriction is expressly agreed to preclude the Subscriber from engaging in any hedging or transfer other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Locked-Up Shares even if such shares would be disposed of by someone other than the Subscriber. Such prohibited hedging or other transactions would include without limitation any Covered Securities whether now owned short sale or hereafter acquired by any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the undersigned Locked-Up Shares or with respect to which the undersigned has or hereafter acquires the power of dispositionany security that includes, relates to, or enter into derives any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence significant part of ownership of the Covered Securities, whether any its value from such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “Transfer”);shares. (iib) during the period commencing on the first calendar day following the end of the First The initial Lock-Up Period to and including will commence on the date that is twelve (12) months from of purchase of the Effective Time Shares and continue for 120 days after the date set forth on the final prospectus (the “Second Lock-Up Period”), "Public Offering Date") in the undersigned will not, without the prior written consent initial offering of Parent, directly or indirectly, Transfer more than one-third (1/3) equity securities of the Covered SecuritiesCompany pursuant to an effective registration statement under the Securities Act (the "Initial Public Offering"); and provided, however, that if (iiii) during the period commencing on the first calendar day following the end last 17 days of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second initial Lock-Up Period, the “Company releases earnings results or announces material news or a material event or (ii) prior to the expiration of the initial Lock-Up Periods”)Period, the undersigned Company announces that it will notrelease earnings results during the 15-day period following the last day of the initial Lock-Up Period, without then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless the Initial Public Offering underwriters each waives, in writing, such extension. (c) The Subscriber further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Subscription Agreement during the period from the date hereof to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to the previous paragraph) has expired. (d) Notwithstanding the foregoing, the Subscriber may transfer the Locked-Up Shares with the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) the Company. The Subscriber also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Covered SecuritiesLocked-Up Shares except in compliance with the foregoing restrictions. (e) The Subscriber understands that the Company is relying upon the Subscriber's agreement in this Section 13 in proceeding toward consummation of the Initial Public Offering. The Subscriber further understands that Subscriber's agreement in this Section 13 is irrevocable and shall be binding upon the Subscriber's trustees, beneficiaries, successors, and assigns.

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned2.1. Mayne and HPLLC (each a “Lock-Up Holder” and, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledgedcollectively, the undersigned agrees “Lock-Up Holders”) agree that: (i) , during the period commencing beginning on and including the Effective Time Date through and including the date that is six (6) months from the first anniversary of the Effective Time Date (the “First Lock-Up Period”), the undersigned each of them will not, without the prior written consent of Parent, directly or indirectly, : (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale ofto purchase, lend or otherwise dispose Transfer of any shares of the Equity Securities or transfer any Covered Securities securities convertible into or exercisable or exchangeable in Equity Securities, whether now owned or hereafter acquired by the undersigned Lock-Up Holders or with respect to which the undersigned Lock-Up Holders has or hereafter acquires the power of disposition, or or (b) enter into any swap or any other agreement agreement, arrangement or any transaction that transfersTransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Covered any Equity Securities or any securities convertible into or exercisable or exchangeable for any Equity Securities, , (c) whether any such swap transaction described in clause (a) or transaction (b) above is to be settled by delivery of Parent Common Stock or Equity Securities, other securities, in cash or otherwise (each otherwise, or publicly announce any intention to do any of the foregoing. 2.2. Notwithstanding the provisions set forth in Section 2.1, a “Transfer”); (ii) during the period commencing on the first calendar day following the end of the First Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”), the undersigned will notHolders may, without the prior written consent of Parent, directly or indirectlythe other parties, Transfer more any Equity Securities or any securities convertible into or exchangeable or exercisable for Equity Securities to an Affiliate of such Lock-Up Holder if such Transfer is not for value; provided, however, that in the case of any Transfer described above, it shall be a condition to the Transfer that (A) the transferee executes and delivers to the parties hereto not later than oneone (1) Business Day prior to such Transfer, a Confidential Treatment Requested by XxxxxXxxx Pharmaceuticals, Inc., IRS Employer Identification No. 00-third 0000000 Confidential treatment requested with respect to certain portions hereof denoted with “***” written agreement, in substantially the form of this Agreement and otherwise satisfactory in form and substance to the parties hereto, (1/3B) in the case of a Transfer pursuant to this clause, no filing under Section 16(a) of the Covered Securities; and (iii) Exchange Act reporting a reduction in beneficial ownership of shares of Equity Securities or any securities convertible into or exercisable or exchangeable for Equity Securities shall be required to be made during the period commencing on the first calendar day following the end of the Second Lock-Up Period to (as the same may be extended as described above) and including (C) no voluntary filing with the date that is eighteen (18) months from the Effective Time (the “Third Commission or other public report, filing or announcement shall be made in respect of such Transfer during this Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securities.

Lock-Up. In recognition of (a) Subject to Section 1(b) below, during the Lock-up Period, the Holder, for the benefit of Parent agrees that the Merger it, he or she will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which Lock-up Shares (as defined below), enter into a transaction that would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered SecuritiesLock-up Shares or otherwise, whether publicly disclose the intention to make any such swap offer, sale, pledge or transaction is disposition, or to be settled by delivery enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to the Lock-up Shares; provided, that if the closing price of the Parent Common Stock equals or other securitiesexceeds $12.50 per share (as adjusted for stock splits, in cash or otherwise stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period following the consummation of the Business Combination, the Lock-up Shares shall be released from the lock-up. (each b) In furtherance of the foregoing, during the Lock-up Period, the Parent will (i) place a “Transfer”); stop order on all the Lock-up Shares, including those which may be covered by a registration statement, and (ii) during notify the period commencing Parent’s transfer agent in writing of the stop order and the restrictions on the first calendar day following the end of the First Lock-Up Period up Shares under this Agreement and direct the Parent’s transfer agent not to and including process any attempts by the date that is twelve (12) months from the Effective Time (the “Second Holder to resell or transfer any Lock-Up Period”)up Shares, the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; andexcept in compliance with this Agreement. (iiic) during During the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “each certificate evidencing any Lock-Up Periodsup Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF AUGUST [ ], 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), the undersigned will notTHE ISSUER’S SECURITY HOLDER NAMED THEREIN AND CERTAIN OTHER PARTIES NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (d) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the prior written consent Securities Exchange Act of Parent1934, directly as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or indirectly, Transfer more than two-thirds (2/3) of the Covered Securitiesforeign regulated brokers.

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”up Period (as defined below), the undersigned Holder irrevocably agrees that it, he or she will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which Lock-up Shares (as defined below), enter into a transaction that would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securitiessuch Lock-up Shares, whether any such swap or transaction is of these transactions are to be settled by delivery of Parent Common Stock or other securitiesany such Lock-up Shares, in cash or otherwise otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (each as defined below) with respect to any security of Nauticus. (b) In furtherance of the foregoing, Nauticus will (i) place an irrevocable stop order on all Lock-up Shares, including those which may be covered by a “Transfer”); registration statement, and (ii) during the period commencing on the first calendar day following the end notify Nauticus’ transfer agent in writing of the First stop order and the restrictions on such Lock-Up Period up Shares under this Agreement and direct Nauticus’ transfer agent not to and including process any attempts by the date that is twelve Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (12c) months from For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Effective Time Securities Exchange Act of 1934, as amended (the “Second Lock-Up PeriodExchange Act”), the undersigned will notand all types of direct and indirect stock pledges, without the prior written consent of Parentforward sale contracts, directly options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or indirectly, Transfer more than one-third (1/3) of the Covered Securities; andforeign regulated brokers. (iiid) during the period commencing on the first calendar day following the end For purpose of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Periodthis Agreement, the “Lock-up Period” means: the earlier of (1) the effective date of a registration statement on which the Lock-Up Periods”)Shares are included or (2) the period that ends 90 days after the closing date of the Transaction; provided, that, in the event Nauticus completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Nauticus’ stockholders having the right to exchange their shares for common stock, cash, securities or other property, then the Lock-Up Shares shall be released from the restrictions set forth herein to the extent necessary to allow such Holder to participate in such transaction. The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the undersigned will notbeneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement; or (5) transfers or distributions of, or other transactions involving, securities other than the Lock-up Shares (including, without limitation, securities acquired in the prior written consent Transaction Financing or in open market transactions); provided, no transfer hereunder shall be valid or effective unless such transferee agrees in writing to be bound by the terms of Parentthis Agreement as if she were an original party hereto. Further, directly or indirectlynotwithstanding anything to the contrary herein, Transfer more than two-thirds (2/3) at the option of the Covered SecuritiesHolder, these restrictions will not apply and the Lock-Up Shares may be included in any future offerings of Nauticus.

Lock-Up. In recognition 9.1 Without prejudice to any requirement under Applicable Law in respect of any Disposal, each Consideration Shares Seller undertakes to the benefit that the Merger will confer upon the undersignedBuyer that, in respect of any Consideration Share it receives at Completion and for any other good and valuable consideration the receipt and sufficiency equity securities issued by Prenetics in respect thereof as a result of which are hereby acknowledgedany stock split, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time stock dividend, share exchange, merger, consolidation or similar recapitalisation (the “First LockLocked-Up Periodup Securities”), the undersigned will he/she/it shall not, and shall procure that none of its Affiliates, nominees, trusts associated with him/her/it or any person acting on its or their behalf shall, without the prior written consent of Parent, directly or indirectly, offer, pledge, sell, contract the Buyer: 9.1.1 from and including the Completion Date to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for and excluding the sale of, or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired by date falling six (6) months after the undersigned or with respect to which Completion Date (the undersigned has or hereafter acquires the power of disposition, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “TransferFirst Lock-up Period”), Dispose of any Locked-up Securities; (ii) during 9.1.2 from and including the period commencing date on the first calendar day following the end of which the First Lock-Up up Period expires to and including excluding the date that is twelve falling three (123) months from after the Effective Time date on which the First Lock-up Period expires (the “Second Lock-Up up Period”), the undersigned will not, without the prior written consent Dispose of Parent, directly or indirectly, Transfer more than onetwenty-third five per cent. (1/325%) of the Covered Securities; andConsideration Shares held by such Consideration Shares Seller immediately following Completion (subject to such adjustment as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalisation); (iii) during 9.1.3 from and including the period commencing date on the first calendar day following the end of which the Second Lock-Up up Period expires to and including excluding the date that is eighteen falling three (183) months from after the Effective Time date on which the Second Lock-up Period expires (the “Third Lock-Up up Period” ”), Dispose of more than thirty-seven and collectively a half per cent. (37.5%) of the Consideration Shares held by such Consideration Shares Seller immediately following Completion (subject to such adjustment as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalisation); 9.1.4 from and including the date on which the Third Lock-up Period expires to and excluding the date falling three (3) months after the date on which the Third Lock-up Period expires (the “Fourth Lock-up Period”), Dispose of more than fifty per cent. (50%) of the Consideration Shares held by such Consideration Shares Seller immediately following Completion (subject to such adjustment as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalisation); 9.1.5 from and including the date on which the Fourth Lock-up Period expires to and excluding the date falling three (3) months after the date on which the Fourth Lock-up Period expires (the “Fifth Lock-up Period”), Dispose of more than sixty-two and a half per cent. (62.5%) of the Consideration Shares held by such Consideration Shares Seller immediately following Completion (subject to such adjustment as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalisation); 9.1.6 from and including the date on which the Fifth Lock-up Period expires to and excluding the date falling three (3) months after the date on which the Fifth Lock-up Period expires (the “Sixth Lock-up Period”), Dispose of more than seventy-five per cent. (75%) of the Consideration Shares held by such Consideration Shares Seller immediately following Completion (subject to such adjustment as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalisation); and 9.1.7 from and including the date on which the Sixth Lock-up Period expires to and excluding the date falling three (3) months after the date on which the Sixth Lock-up Period expires (the “Seventh Lock-up Period”, and together with the First Lock-Up Period and up Period, the Second Lock-Up up Period, the Third Lock-up Period, the Fourth Lock-up Period, the Fifth Lock-up Period and the Sixth Lock-up Period, the “Lock-Up Periodsup Period”), the undersigned will not, without the prior written consent Dispose of Parent, directly or indirectly, Transfer more than twoeighty-thirds seven and a half per cent. (2/387.5%) of the Covered SecuritiesConsideration Shares held by such Consideration Shares Seller immediately following Completion (subject to such adjustment as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalisation). 9.2 The restrictions set out in clause 9.1 shall not prohibit any transfer of any Locked-up Securities by a Consideration Shares Seller to an Affiliate of such Seller. 9.3 The restrictions set out in clause 9.1 prohibiting the Disposal of any Locked-up Securities by a Consideration Shares Seller shall cease to apply in the event if, at any time during the Lock-up Period: 9.3.1 material changes are made to the functions of the chief executive officer, chief scientific officer or chief financial officer of the Buyer (“Senior Management”), which materially impact the Buyer’s ability to carry out its ordinary course of business; 9.3.2 any person holding any Senior Management position intentionally fails to perform the functions of such Senior Management position, which materially impacts the Buyer’s ability to carry out its ordinary course of business; 9.3.3 any member of the Senior Management of the Buyer being indicted of any criminal offence or any offence relating to fraud, bribery or corruption; 9.3.4 a change of Control occurs in respect of the Buyer; or 9.3.5 the Buyer becomes insolvent under the laws of its jurisdiction of incorporation.

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are Investor hereby acknowledged, the undersigned agrees that: , (i) during for the duration of period commencing on the Effective Time and including from the date that is six (6) months from of this Agreement until the Effective Time twelve-month anniversary of the Closing (the “First Lock-Up PeriodPeriod for Exchange Shares”), the undersigned Investor will not, without the prior written consent approval of Parent, directly or indirectlythe Company, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to selllend, grant any option, right or warrant for the sale of, transfer or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectlyExchange Shares (collectively, the economic consequence of ownership of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “TransferLock-Up Exchange Shares”); , and (ii) during for the duration of period commencing on from the first calendar day following date of this Agreement until the end six-month anniversary of the First Closing (the “Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Periodfor Equity Securities”), the undersigned Investor will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) approval of the Covered Securities; and Company, offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares (iiiother than the Exchange Shares) during the period commencing on the first calendar day following the end or any other equity security of the Second Lock-Up Period to and including Company which Investor owns as of the date that is eighteen of this Agreement or comes to own after the date of this Agreement (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Periodcollectively, the “Lock-Up PeriodsEquity Securities”). Notwithstanding the foregoing restrictions on transfer, Investor may, at any time and from time to time, transfer any Lock-Up Exchange Shares during the Lock-Up Period for Exchange Shares, and/or transfer any Lock-Up Equity Securities during the Lock-Up Period for Equity Securities (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of Investor or the immediate family of Investor, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which Investor is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned, absent such agreement to be bound said transfer will be deemed null and void ab initio. For purposes hereof, “immediate family” means Investor’s spouse, child or parent. During the Lock-Up Period for Exchange Shares and Lock-Up Period Equity Securities, Investor shall retain all rights of ownership in the Lock-Up Exchange Shares and Lock-Up Equity Securities, respectively, including, without limitation, voting rights and the right to receive any dividends that may be declared in respect thereof. The Company is hereby authorized and required to disclose the existence of this Agreement to American Stock Transfer and Trust Company LLC, the undersigned will not, without Company’s transfer agent (the prior written consent of Parent, directly or indirectly, “Transfer more than two-thirds (2/3) Agent”). The Company and the Transfer Agent are hereby authorized and required to decline to make any transfer of the Covered shares if such transfer would constitute a violation or breach of this Agreement. Investor understands that, during the Lock-Up Period for Exchange Shares and Lock-Up Period for Equity Securities, the certificates or other instruments representing the Lock-Up Exchange Shares and Lock-Up Equity Securities, respectively, including any applicable balance account at the Transfer Agent, shall bear a legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Exchange Shares): THESE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.

Lock-Up. In recognition (a) Investor shall not, directly or indirectly, alone or in conjunction with any member of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”), the undersigned will notInvestor Group, without the prior written consent of Parentthe Company, directly or indirectlyduring the period commencing on the date the 2022 Contingent Shares are issued, if at all, under the Purchase Agreement (such date, the “2023 Lock-up Commencement Date”) and ending on the eight-month anniversary of the 2023 Lock-up Commencement Date (the “2023 Lock-up Period”), (a) offer, pledge, sell, contract to sell, grant any option, right or warrant to purchase, give, assign, hypothecate, pledge, encumber, grant a security interest in, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for to purchase, lend or otherwise transfer or dispose of (including through any hedging or other similar transaction) any economic, voting or other rights in or to the sale of2022 Contingent Shares, or otherwise transfer or dispose of of, directly or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of dispositionindirectly, or (b) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securities, whether Contingent Shares (any such swap transaction described in clause (a) or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoingb) above, a “Transfer”). Notwithstanding the foregoing, the restrictions set forth in this Section 3.1(a) shall lapse as follows: (i) following the four-month anniversary of the 2023 Lock-up Commencement Date, one-third of the 2022 Contingent Shares may be Transferred; (ii) during the period commencing on the first calendar day following the end six-month anniversary of the First 2023 Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”)up Commencement Date, the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than an additional one-third (1/3) of the Covered Securities; 2022 Contingent Shares may be Transferred, which one-third shall be in addition to the Transfers permitted by clause (i) above, and (iii) upon the eight-month anniversary of the 2023 Lock-up Commencement Date, all of the 2022 Contingent Shares may be Transferred. The restrictions set forth in this Section 3.1(a) shall not apply to (1) Transfers to Permitted Transferees or Transfers by operation of law, including by virtue of the laws of the State of Delaware or Investor’s constituent documents upon dissolution of Investor, not undertaken for the purpose of avoiding the restrictions imposed by this Agreement; provided, however, that any such transferee must agree in an executed written agreement (a copy of which will be delivered to the Company) for the benefit of the Company (A) to be bound by the terms and restrictions set forth in this Article III prior to such Transfer or distribution, as applicable, and (B) if such Permitted Transferee is an Affiliate of Investor and does not otherwise qualify as a Permitted Transferee, to Transfer such shares of Common Stock back to Investor if, during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second 2023 Lock-Up Period, such Person ceases to be an Affiliate of Investor, or (2) any Transfers made in connection with any tender offer, exchange offer, merger, consolidation or other similar transaction approved or recommended by the “Board or a committee thereof. Notwithstanding the foregoing, Investor shall not be entitled to distribute any of the 2022 Contingent Shares to its holders during the 2023 Lock-Up PeriodsPeriod.”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securities.

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are (a) Merck hereby acknowledged, the undersigned agrees thatagrees: (i) during the period commencing on the Effective Time effective date of the IPO and ending upon the expiration of the Initial Research Program Term (the “Lock-up Period”), it shall not, without the Company’s prior written consent, Dispose (as defined below) of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for capital stock of the Company (including without limitation, Common Stock or such other securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities that may be issued upon exercise of a stock option or warrant) (the “NGM Securities”); provided, however, that the foregoing shall not prohibit Merck from: (A) transferring such securities to an Affiliate; or (B) Disposing of any such securities in order to reduce the Beneficial Ownership of Merck to less than the Maximum Ownership Percentage, or such lesser percentage as advised in good faith and in writing by Merck’s certified public accountants that would not require Merck to include in its financial statements its portion of the Company’s financial results, in each case after the date that is six (6) months from 180 days following the Effective Time (the “First Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership effective date of the Covered Securities, whether any underwriting agreement in connection with the IPO to the extent such swap or transaction is actions are not permitted pursuant to be settled by delivery of Parent Common Stock or the lock-up restrictions placed upon the Company’s other securities, stockholders in cash or otherwise (each of the foregoing, a “Transfer”);connection with such IPO; and (ii) during in connection with the period commencing on IPO, it will execute a lock-up agreement with the first calendar day following the end managing underwriter(s) of the First Lock-Up Period to and including the date IPO, agreeing that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”), the undersigned it will not, during the Lock-up Period, without such managing underwriter(s) written consent, undertake any of the actions set forth in Section 3(a) above. The underwriters in connection with the IPO are intended third-party beneficiaries of this subsection and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Merck further agrees to execute such agreements as may be reasonably requested by the managing underwriter(s) in connection with such registration that are consistent with this subsection or that are necessary to give further effect thereto. (b) Notwithstanding any other provision of this Section 3, this Section 3 shall not prohibit or restrict any Disposition of NGM Securities by Merck in connection with (i) a bona fide tender offer by a Person other than Merck or the Company that is not opposed by the Company’s board of directors and involving a change of control of the Company (as defined in the final sentence of this Section 3(b)); or (ii) an issuer tender offer by the Company; provided, however, that in the event that the tender offer is not completed, the NGM Securities shall remain subject to the restrictions contained in this Section 3. For the purposes of this Section 3(b) only, a “change of control” means the transfer, in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock of the Company if, after such transfer, the stockholders of the Company immediately prior written consent of Parent, directly or indirectly, Transfer more than one-third to such transfer do not own at least twenty percent (1/320%) of the Covered Securities; andoutstanding voting securities of the Company (or the surviving entity). (iiic) during Notwithstanding any other provision of this Section 3, this Section 3 shall terminate and have no further force or effect upon the period commencing on the first calendar day following the end expiration of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered SecuritiesInitial Research Program Term.

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned (a) The Participant agrees that: (i) , during the period commencing on the Effective Time and including the date that is six (6specified in Section 13(b) months from the Effective Time (the “First "Lock-Up Period”"), the undersigned he or she will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell charge, pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant for the short sale of, or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired by Purchased Restricted Shares (the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition"Locked-Up Shares"), or enter into any swap or any other agreement or any transaction that transfers, except as set forth in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “Transfer”);Section (iib) during the period commencing on the first calendar day following the end of the First The initial Lock-Up Period will commence on the Date of Grant and continue for 120 days after the initial Public Offering (as defined in Section 14(a) hereof) date set forth on the final prospectus used to and including sell the date that is twelve (12) months from the Effective Time Shares (the “Second Lock-Up Period”"Public Offering Date"); provided, the undersigned will nothowever, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third that if (1/3) of the Covered Securities; and (iiii) during the period commencing on the first calendar day following the end last 17 days of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second initial Lock-Up Period, the “Company releases earnings results or announces material news or a material event or (ii) prior to the expiration of the initial Lock-Up Periods”Period, the Company announces that it will release earnings results during the 15-day period following the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless the initial Public Offering underwriters each waives, in writing, such extension. (c) The Participant further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Restricted Share Agreement during the period from the Date of Grant to and including the 34th day following the expiration of the initial Lock-Up Period (except in accordance with Section 14(a) or 14(b) hereof), it will give notice thereof to the undersigned Company and will notnot consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to the previous paragraph) has expired. (d) Notwithstanding the foregoing, without if the Purchased Restricted Shares are otherwise vested and transferable pursuant to this Restricted Share Agreement, then the Participant may transfer the Locked-Up Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the Participant or the immediate family of the Participant, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iii) with the prior written consent of Parentthe Company. For purposes of this Section 13, directly "immediate family" shall mean any relationship by blood, marriage or indirectlyadoption, Transfer not more remote than two-thirds (2/3) first cousin. The Participant also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Covered SecuritiesLocked-Up Shares except in compliance with the foregoing restrictions or in accordance with Section 14(a) or 14(b) hereof. (e) The Participant understands that the Company is relying

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are (a) Seller Parent hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”), the undersigned will not, without the prior written consent of ParentBuyer Parent (which consent may be withheld in its sole discretion), directly or indirectlyit will not, offerduring the period commencing on the date hereof and ending on the applicable Lock-Up Period, (i) offer to sell, sell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant option for the sale purchase of, lend, or otherwise dispose of (or transfer enter into any Covered Securities whether now owned transaction or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of dispositiondevice that is designed to, or could be expected to, result in the disposition by any Person at any time in the future), any of the Buyer Parent Shares, or (ii) enter into any swap or any other agreement or any derivatives transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence benefits or risks of ownership of the Covered Securitiessuch Buyer Parent Shares (each such transaction described in clause (i) or (ii) above a “Transfer”), whether any such swap or transaction Transfer is to be settled by delivery of the Buyer Parent Common Stock Shares or other securities, in cash or otherwise otherwise, in each case, other than a Permitted Transfer. (each of the foregoing, a “TransferRestrictions”); (ii) during the period commencing . The Restrictions will commence on the first calendar day following the end of the First Lock-Up Period to date hereof and including continue until and include the date that is (1) nine (9) months following the Closing Date, with respect to 1/3 of the Buyer Parent Shares, (2) twelve (12) months from following the Effective Time Closing Date, with respect to an additional 1/3 of the Buyer Parent Shares, and (3) fifteen (15) months following the Closing Date, with respect to all Buyer Parent Shares not subject to the foregoing clauses (1) and (2) (each a “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up up Period” and collectively with the First Lock-Up Period and Second Lock-Up Periodand, collectively, the “Lock-Up up Periods”). Seller Parent shall keep Buyer Parent reasonably informed of sales and its plans for distribution following the expiration of the applicable Lock-Up Period. (b) As used herein, the undersigned will not, without the prior written consent “Permitted Transfer” means any Transfer of Buyer Parent Shares (i) to any Affiliate of Seller Parent, directly (ii) to Buyer Parent or indirectlyany of its Affiliates, (iii) in connection with any merger, consolidation, share exchange, tender offer, exchange offer, business combination, recapitalization, liquidation, dissolution or any other transaction approved by the board of directors of Buyer Parent or any committee thereof, (iv) any Transfer more than two-thirds pursuant to Section 2(b) or Section 2(c) or (2/3iv) of any Transfer in connection with a Piggyback Registration (as defined in the Covered SecuritiesRegistration Rights Agreement).

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”up Period (as defined below), the undersigned Holder irrevocably agrees that it, he or she will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below) (including any securities convertible into, or transfer any Covered Securities whether now owned exchangeable for, or hereafter acquired by representing the undersigned or with respect rights to which receive, Lock-up Shares), enter into a transaction that would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securitiessuch Lock-up Shares, whether any such swap or transaction is of these transactions are to be settled by delivery of Parent Common Stock or other securitiesany such Lock-up Shares, in cash or otherwise otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (each as defined below) with respect to any security of the foregoing, a “Transfer”); (ii) during Purchaser; provided that if the period commencing on Holder is the first calendar day following the end Chief Executive Officer of the First Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”)Company, the undersigned will notHolder may offer, without the prior written consent of Parentsell, contract to sell, pledge or otherwise dispose of, directly or indirectly, Transfer more than one-third (1/3) up to 500,000 of the Covered Securities; and Lock-up Shares (iiiany such shares, “Transfer Shares”) during provided that the person acquiring such Transfer Shares shall sign and deliver to the Parent a resale lock-up agreement substantially in the form of this resale lock-up agreement and the lock-up period commencing on for such Transfer Shares shall be no shorter than the first calendar day following the end of the Second Lock-Up Period applicable to the Transfer Shares immediately prior to their transfer. (b) In furtherance of the foregoing, the Purchaser will (i) place an irrevocable stop order on all Purchaser Merger Shares which are Lock-up Shares, including those which may be covered by a registration statement, and including (ii) notify the date that is eighteen Purchaser’s stock transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct the Purchaser’s transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (18c) months from For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Effective Time Securities Exchange Act of 1934, as amended (the “Third LockExchange Act”) and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up PeriodUS broker dealers or foreign regulated brokers. (d) For purpose of this agreement, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securities.up Period” shall mean:

Lock-Up. In recognition of Commencing on the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: Closing until either (i) the eighteen (18) month anniversary of the Closing, or (ii) if a listing of the Common Stock on a National Exchange occurs during such eighteen month period, then ninety (90) days after such listing, so long as such ninety-day period does not extend more than ninety days past the end of the eighteen month period commencing on the Effective Time and including the date that is six under clause (6i) months from the Effective Time (the “First Lock-Up Period”), the undersigned will not, without and will cause all affiliates (as defined in Rule 144 promulgated under the prior written consent 1933 Act) of Parentthe undersigned not to, (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for of the sale ofUndersigned’s Shares, or otherwise dispose establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of or transfer any Covered Section 16 of the Securities whether now owned or hereafter acquired by and Exchange Act of 1934, as amended and the undersigned or rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to which any of the undersigned has or hereafter acquires the power of dispositionUndersigned’s Shares, or (b) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of any of the Covered SecuritiesUndersigned’s Shares, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other such securities, in cash case or otherwise otherwise. The foregoing sentence shall not apply to the exercise of options or warrants or the conversion of a security outstanding as of the date hereof; provided, however, that the undersigned agrees that the foregoing sentence shall apply to any securities issued by the Company to the undersigned upon such an exercise or conversion. The foregoing restriction is expressly agreed to preclude the undersigned, and any affiliate of the undersigned and any person in privity with the undersigned from engaging in any hedging or other transaction which is designed to, or which reasonably could be expected to, lead to, or result in a sale or disposition of the Undersigned’s Shares even if the Undersigned’s Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (each including, without limitation, any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Undersigned’s Shares. Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a “Transfer”); bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, or (ii) during to any trust for the period commencing on the first calendar day following the end direct or indirect benefit of the First Lock-Up Period undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and including provided further that any such transfer shall not involve a disposition for value. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage, or adoption, not more remote than first cousin. The undersigned now has, and, except as contemplated by the date that is twelve (12) months from immediately preceding sentence, for the Effective Time duration of this Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent (the “Second Lock-Up PeriodTransfer Agent”)) and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions. In order to enforce this covenant, the undersigned will not, without Company shall impose irrevocable stop-transfer instructions preventing the prior written consent Transfer Agent from effecting any actions in violation of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securitiesthis Agreement.

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (ia) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, The Holder shall not offer, pledge, sell, contract to sell, sell any option or contract to purchasepledge, purchase any option or contract to sellassign, grant any option, right or warrant for the sale ofto purchase, or otherwise dispose of or transfer lend, make any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of dispositionshort sale, or enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership, or otherwise dispose of, directly or indirectly, the economic consequence shares of ownership common stock, par value $0.001 per share, of Entellus (“Entellus Common Stock”) received pursuant to the Merger Agreement (the “Locked-Up Shares”) for the period beginning on the Closing Date and continuing (i) with respect to twenty-five percent (25%) of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following the end of the First LockLocked-Up Period to and including Shares, through the closing of trading on the date that is twelve ninety (1290) months from days after the Effective Time Closing Date, (the “Second Lockii) with respect to an additional twenty-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third five percent (1/325%) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second LockLocked-Up Period to and including Shares, through the closing of trading on the date that is eighteen one hundred and eighty (18180) months from days after the Effective Time Closing Date and (iii) with respect to the remaining shares, through the close of trading on the date that is three hundred sixty-five (365) days after the Closing Date (each such period, referred to as a “Third Lock-Up Period” and collectively with as the First “Lock-Up Period and Second Period”). (b) Notwithstanding the provisions of Section 1(a), during a Lock-Up Period, the “LockHolder may transfer all or a portion of the Locked-Up Periods”)Shares (i) as a bona fide gift or gifts, provided that the undersigned will notdonee or donees thereof agree in writing to be bound by the terms and conditions of this Agreement, without (ii) to any trust for the prior written consent of Parent, directly direct or indirectly, Transfer more than two-thirds (2/3) indirect benefit of the Covered Securities.Holder or an immediate family member of the Holder; provided that the trustee of the trust agrees in writing to be bound by the terms and conditions of this Agreement; provided, further that any such transfer shall not involve a disposition for value, (iii) to the Holder’s affiliates (including, if applicable, commonly controlled or managed investment funds) provided that such affiliate(s) agree in writing to be bound by the

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”up Period (as defined below), the undersigned Holder agrees that it, he or she will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which applicable Lock-up Shares (as defined below), enter into a transaction that would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered SecuritiesLock-up Shares or otherwise, whether publicly disclose the intention to make any such swap offer, sale, pledge or transaction is disposition, or to be settled by delivery of Parent Common Stock enter into any transaction, swap, hedge or other securitiesarrangement, or engage in cash any Short Sales (as defined below) with respect to the Lock-up Shares. (b) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or otherwise foreign regulated brokers. (each c) The Lock-up Shares shall be subject to the restrictions set forth herein follows: (i) One-third of the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following the end of Lock-up Shares shall be restricted until the First Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”)up Date, the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of Lock-up Shares shall be restricted until the Second Lock-Up Period to up Date, and including one-third of the date that is eighteen (18) months from Lock-up Shares shall be restricted until the Effective Time (the “Third Lock-Up Period” and collectively with up Date; provided, that each portion of the First Lock-Up Period up Shares will be freely tradable on the earlier of the date on which the closing price of the ParentCo Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and Second the like) for any 20 trading days within any 30-trading day period on a VWAP (as defined below) basis during the relevant Lock-Up up Period, or on the date on which ParentCo consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of ParentCo’s stockholders having the right to exchange their ParentCo Shares for cash, securities or other property. For purposes of this Agreement, “Lock-Up Periods”)VWAP” means, for any date, the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) daily volume weighted average price of the Covered SecuritiesParentCo Shares for such date (or the nearest preceding date) on the trading market on which the ParentCo Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)).

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned (a) Each Seller agrees that: , (i) during the for a period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”) beginning on the Closing Date and ending on, and including, the date immediately prior to the first date (the “Lock-Up Release Date”) on which the Company’s trading window opens following release of the Purchaser’s report on Form 10-Q to be filed with the Securities and Exchange Commission (“SEC”) for the quarterly period ended June 30, 2019 (but in any event, the Lock-UP Release Date shall be no later than August 12, 2019), the undersigned such Seller will not, without the prior written consent of ParentPurchaser, (A) sell, offer to sell, contract or agree to sell, make any short sale, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, offeror establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, pledgeas amended, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for and the sale of, or otherwise dispose rules and regulations of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or Commission promulgated thereunder (the “Exchange Act”) with respect to which to, any Common Stock issued upon the undersigned has or hereafter acquires Conversion (the power of disposition“Conversion Common Stock”), or (B) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Conversion Common Stock or other securities, (C) publicly announce an intention to effect any transaction specified in cash clause 142302146.1 (A) or otherwise (each of the foregoing, a “Transfer”); (iiB) during the period commencing on the first calendar day following the end of the First Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”foregoing (A), the undersigned will not(B) and (C), without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Periodcollectively, the “Lock-Up PeriodsProhibited Actions”)) and (ii) beginning on the Lock-Up Release Date, such Seller shall be permitted to take any Lock-Up Prohibited Action in respect of all of the undersigned shares of Conversion Common Stock held by such Seller and the restrictions set forth in this Section 1.4(a) will notno longer be applicable to any of Sellers. The foregoing sentence shall not apply to transfers, without the prior written consent of Parentsales or other actions with respect to Conversion Common Stock (i) to another corporation, partnership or other business entity that, directly or indirectly, Transfer more than twocontrols, is controlled by or is under common control with such Seller or to any other Permitted Transferee (as defined in the Investment Agreement), (ii) to any successor entity of such Seller, (iii) as part of a disposition, transfer or distribution without consideration by such Seller to its stockholders, members, limited or general partners or other equity holders, in each case of the foregoing clauses (i), (ii) and (iii), provided that any such transfer shall not involve a disposition for value, it shall be a condition of such transfer that each transferee, or distributee sign and deliver a lock-thirds up agreement substantially in the form of this Section 1.4, (2/3iv) as part of a sale, disposition or transfer of Common Stock pursuant to a bona fide third party tender offer for all or substantially all of the outstanding shares of Common Stock of the Purchaser, or exchange offer, merger, consolidation or other business combination, acquisition of assets or similar transaction or any change of control transaction involving the Purchaser or any subsidiary of Purchaser or (v) otherwise approved in writing by the Board of Directors of the Purchaser. (b) Each Seller agrees that all certificates representing the Conversion Common Stock will bear a legend substantially to the following effect: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN AN INVESTMENT AGREEMENT, DATED AS OF DECEMBER 28, 2013, AS AMENDED, AND A REPURCHASE AGREEMENT, DATED DECEMBER __, 2018, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE ISSUER.” (c) For the avoidance of doubt, for purposes of Section 4.2(c) of the Covered Securities.Investment Agreement, the parties agree that no shares of Preferred Stock shall be deemed to be outstanding as of the Closing. 142302146.1

Lock-Up. In recognition Each Holder (and for the purposes of this Section 3.10, the term Holder shall include OIC Growth Gauzy Holdings, LLC, even prior to the issuance of any Warrant Shares), Founder and the Company hereby agrees that, if so requested by the representative of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time underwriters (the “First Lock-Up PeriodManaging Underwriter”), the undersigned will such Holder, Founder and Company shall not, without the prior written consent of Parent, directly or indirectlythe Managing Underwriter (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale ofto purchase, or otherwise transfer or dispose of, directly or indirectly, any Registrable Shares or any securities of the Company (whether such shares or transfer any Covered Securities whether now such securities are then owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of dispositionHolder, or are thereafter acquired), or (ii) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered SecuritiesRegistrable Shares or any securities of the Company, whether any such swap transaction described in clause (i) or transaction (ii) above is to be settled by delivery of Parent Common Stock Registrable Shares or such other securities, in cash or otherwise (each of the foregoingotherwise, a “Transfer”); (ii) during the period commencing on specified by the first calendar day following the end of the First Lock-Up Period to and including the date that is twelve (12) months from the Effective Time Managing Underwriter (the “Second Lock-Up Market Standoff Period”), with such period not to exceed (a) one hundred and eighty (180) days from the undersigned will not, without the prior written consent effective date of Parent, directly or indirectly, Transfer more than one-third (1/3) such registration statement of the Covered SecuritiesCompany’s first underwritten offering of its Ordinary Shares; and or (iiib) during in the period commencing on case of an offering (other than the Company’s first calendar day following underwritten offering of its Ordinary Shares) in which Registrable Shares of a Holder or Founder are offered (an “Offering Shareholder”), then with respect to such Offering Shareholder, ninety (90) days from the date of the final prospectus for any such other offering. Any request from the Managing Underwriter to a Holder of Preferred Registrable Shares pursuant to the preceding sentence shall apply to all Holders of Preferred Registrable Shares. Any discretionary waiver or termination of the restrictions contained in any such agreement by the Company or the Managing Underwriter shall first apply to the Holders of Preferred Registrable Shares, which shall have preference over all other holders of the Company’s securities to register and sell the shares to be registered within such waiver or termination of restrictions. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. The foregoing provisions of this Section ‎‎3.10 shall not apply to the Second Lock-Up Period sale of any shares to an underwriter pursuant to an underwriting agreement, and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” shall only be applicable to a Holder of Preferred Registrable Shares if all officers, directors and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) all shareholders of the Covered SecuritiesCompany, individually holding at least 1% of the Company’s issued and outstanding shares (on an as converted basis) as determined by the Managing Underwriter, enter into substantially similar agreements.

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”up Period (as defined below), the undersigned Holder irrevocably agrees that it will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which Lock-up Shares, enter into a transaction that would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securitiessuch Lock-up Shares, whether any such swap or transaction is of these transactions are to be settled by delivery of Parent Common Stock or other securitiesany such Lock-up Shares, in cash or otherwise otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (each as defined below) with respect to any security of the Company. (b) In furtherance of the foregoing, the Company will (i) place an irrevocable stop order on all Lock-up Shares during the Lock-up Period, including those which may be covered by a “Transfer”); registration statement, and (ii) notify the Company’s transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct the Company’s transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares during the Lock-up Period, except in compliance with this Agreement. (c) For purposes hereof, “Short Sales” include all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) For purpose of this Agreement, the “Lock-up Period” means, with respect to the Lock-up Shares, the period commencing on the first calendar day following the end of the First Lock-Up Period to Closing Date and including ending on the date that is twelve one hundred and eighty (12180) months from the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securitiesdays thereafter.

Lock-Up. In recognition of the benefit The Purchaser agrees that the Merger it will confer upon the undersignednot, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on specified in the Effective Time and including the date that is six (6) months from the Effective Time following paragraph (the “First Lock-Up Period”), the undersigned will not, without the prior written consent of Parentthe Company, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase any option or contract to sell, grant make any optionshort sale, right or warrant for the sale of, lend or otherwise dispose of any ADSs or transfer Ordinary Shares (including without limitation the Purchased Shares and Ordinary Shares that the Purchaser purchases from certain existing shareholders of the Company pursuant to a Shares Purchase Agreement dated as of the date hereof (the “Secondary Shares”)) or any Covered Securities securities of the Company that are substantially similar to the ADSs or Ordinary Shares of the Company, or any options or warrants to purchase any ADSs or Ordinary Shares of the Company, or any securities convertible into, exchangeable for or that represent the right to receive ADSs or Ordinary Shares of the Company, whether now owned or hereafter acquired hereinafter acquired, owned directly by the undersigned Purchaser (including holding as a custodian) or with respect to which the undersigned Purchaser has or hereafter acquires beneficial ownership within the power rules and regulations of dispositionthe SEC (collectively the “Purchaser’s Shares”), or enter into (ii) make any swap demand for or exercise any right (including registration rights) with respect to the registration of any securities of the Company or any other agreement securities convertible into or exercisable or exchangeable for any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership securities of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of Company. Notwithstanding the foregoing, the Purchaser may transfer the Purchaser’s Shares to a “Transfer”); (ii) during the period commencing on the first calendar day following the end direct or indirect wholly-owned subsidiary of the First Purchaser that shall be bound by this Agreement as if such subsidiary were a party. The initial Lock-Up Period to and including will commence on the date of this Agreement and continue for 180 days after the public offering date set forth on the Final Prospectus; provided, however, that is twelve if (12) months from the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii1) during the period commencing on the first calendar day following the end last 17 days of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second initial Lock-Up Period, the “Company releases earnings results or announces material news or a material event or (2) prior to the expiration of the initial Lock-Up Periods”)Period, the undersigned Company announces that it will not, without release earnings results during the prior written consent of Parent, directly or indirectly, Transfer more than two15-thirds (2/3) day period following the last day of the Covered Securitiesinitial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless the Company waives, in writing, such extension.

Lock-Up. In recognition All shares of the benefit that Parent Common Stock to be issued in connection with the Merger will confer upon shall be subject to restrictions on the undersigned, and for other good and valuable consideration the receipt and sufficiency transfer of which are hereby acknowledged, the undersigned agrees that: (i) such shares during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time specified herein (the “First Lock-Up Period”). During the Lock-Up Period, the undersigned Stockholder agrees, that the Stockholder will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant for the short sale of, or otherwise dispose of any shares of Parent Common Stock, or transfer any Covered Securities options or warrants to purchase any shares of Parent Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Parent Common Stock, whether now owned or hereafter acquired hereinafter acquired, owned directly by the undersigned Stockholder (including holding as a custodian) or with respect to which the undersigned Stockholder has beneficial ownership within the rules and regulations of the SEC (collectively the “Subject Shares”). The foregoing restriction is expressly agreed to preclude the Stockholder from engaging in any hedging or hereafter acquires other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the power Stockholder’s Subject Shares even if such Subject Shares would be disposed of dispositionby someone other than the Stockholder. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Stockholder’s Subject Shares or with respect to any security that includes, relates to, or enter into derives any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence significant part of ownership of the Covered Securities, whether any its value from such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following the end of the First Subject Shares. The Lock-Up Period to and including the date that is twelve (12) months from will commence on the Effective Time Date (the “Second LockCommencement Date”) and expire (i) 180 days following the Commencement Date with respect to 33 and 1/3%% of the Stockholder’s Subject Shares, (ii) 270 days following the Commencement Date with respect to 33 and 1/3%% of the Stockholder’s Subject Shares and (iii) 365 days following the Commencement Date with respect to 33 and 1/3%% of the Stockholder’s Subject Shares. Notwithstanding the foregoing, the Stockholder may transfer the Stockholder’s Subject Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value or (iii) to Parent in connection with the settlement of indemnification claims pursuant to Article VII. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if a Stockholder is a corporation, limited liability company, partnership or trust, the corporation, limited liability company, partnership or trust it may transfer the Subject Share to any wholly-Up Periodowned subsidiary of such corporation, limited liability company or partnership or to the stockholders, partners, members or beneficiaries of the Stockholder, provided, however, that in any such case, it shall be a condition to the transfer that (i) the transferee execute an agreement stating that the transferee is receiving and holding such Subject Shares subject to the provisions of this Section 5.3 and there shall be no further transfer of such Subject Shares except in accordance with this Section 5.3 (and, for the avoidance of doubt, the provisions of this Section 5.3, including the exception to transfer restrictions shall apply to any such transferee as if the transferee were the original recipient of the Subject Shares hereto), (ii) that any such transfer shall not involve a disposition for value, and (iii) that no public announcement or filing under the Exchange Act shall be required of or voluntarily made by or on behalf of the Stockholder or Parent in connection with any such transfer. In addition, notwithstanding anything herein to the contrary, nothing herein shall prevent the Stockholder from establishing a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act (a “10b5-1 plan”), relating to the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) sale of the Covered Securities; and Stockholder’s Subject Shares, provided that (i) such shares may not be sold until after 180 days following the Commencement Date, (ii) the aggregate number of shares sold by the Stockholder under a 10b5-1 plan or otherwise shall not exceed the limitations set forth in this Section 5.3 and (iii) the establishment of such plan will not result in any public filing or other public announcement of the Stockholder during the period commencing on the first calendar day 180 days following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered SecuritiesCommencement Date.

Lock-Up. In recognition Each of the benefit that Seller and the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are Purchaser hereby acknowledged, the undersigned agrees that: (i) during , notwithstanding any other provisions to the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”), the undersigned will notcontrary herein, without the prior written consent of Parentthe Purchaser or the Seller, directly or indirectlyas applicable, it will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale ofto purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or Purchaser Consideration Shares (with respect to which the undersigned has Seller) or hereafter acquires the power Subject Shares (with respect to the Purchaser) or any other securities so owned convertible into or exercisable or exchangeable for any of dispositionthe Purchaser Consideration Shares (with respect to the Seller) or the Subject Shares (with respect to the Purchaser), or (ii) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securities, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “Transfer”); Purchaser Consideration Shares (iiwith respect to the Seller) or the Subject Shares (with respect to the Purchaser) during the period commencing on the first calendar day Closing Date and expiring on the date of all the following conditions are met(the “Lock-up Period”): (i) Seller commences its operations of Business by December 31, 2018; for the end avoidance of doubt, Seller shall be deemed to have commenced its operations as long as the mobile application of Seller platform is made available for download and use on any mobile application platforms; and (ii) the unaudited net income after tax of the First Seller on a consolidated basis during the period from April 1, 2019 to March 31, 2020 is no less than US$30,000,000 ((i) and (ii) collectively “Profit Targets”). The Purchaser Consideration Shares or the Subject Shares, which are subject to the lock-up under this Section 5.11, may be released at any time prior to the expiration of the Lock-Up up Period to and including the date that if there is twelve (12) months from the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior a written consent of Parentthe Purchaser or the Seller, directly or indirectlyas applicable, Transfer more than onefor the release of such shares. After the Lock-third (1/3) up Period and upon the request of the Covered Securities; and (iii) during Seller, the period commencing on Purchase shall use its best efforts to facilitate the first calendar day following the end conversion of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively Purchaser Consideration Shares into ADSs in accordance with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) ADS conversion procedures of the Covered SecuritiesDepositary.

Lock-Up. In recognition connection with the first (and, for the avoidance of doubt, only the benefit first) public/underwritten offering (regardless of whether such offering is a primary or secondary offering and including an Underwritten Shelf Takedown), each Qualified Holder agrees that the Merger will confer upon the undersignedit shall not, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on 60 days after the Effective Time and including the date that is six (6) months from the Effective Time pricing (the “First Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, offer, pledge, assign, encumber, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise transfer or dispose of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered their Acquired Equity Securities, whether Granted Equity Securities or Equity Securities issued to such Qualified Holder in connection with the Structuring Fee to any such swap or transaction is to be settled by delivery of Parent Common Stock or other securitiesPerson; provided, in cash or otherwise (each of however, that the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following the end of the First Lock-Up Period shall not apply to and including the date that is twelve following: (12i) months from the Effective Time Equity Securities issued to a Commitment Party in exchange for such party’s Unsecured Notes under the Plan (the “Second Lock-Up Period”)i.e., the undersigned will not, without the prior written consent 1145 exempt Equity Securities); (ii) resales of Parent, directly or indirectly, Transfer more than one-third (1/3) a maximum of 15% of the Covered Securitiesapplicable Commitment Party’s Equity Securities as of the Closing Date pursuant to the Resale Registration Statement; and (iii) during a tender offer for the period commencing on Equity Securities approved by the first calendar day following the end Board of Directors of the Second Issuer; (iv) sales to the Issuer pursuant to an authorized share repurchase program in accordance with Rule 10b5-1 under the Exchange Act; (v) Registrable Securities included in the Underwritten Shelf Takedown; (vi) transfers of Equity Securities between affiliate entities of a Commitment Party; or (vii) sales of Equity Securities pursuant to such registered offering. For the avoidance of doubt, (a) the Lock-Up Period shall not apply to any Equity Securities sold under one or more exemptions from registration under the Securities Act, but shall apply to sales on the Oslo Stock Exchange and including (b) before the date that is eighteen (18) months from commencement of, and after the Effective Time (termination or expiration of, the “Third LockLockup Period, there shall be no restrictions on the ability of any Qualified Holder to resell its Registrable Securities through the Resale Registration Statement in non-Up Period” and collectively with the First underwritten offerings. The Lock-Up Period and Second may be extended for up to an additional 30 days (for an aggregate of 90 days), at the reasonable request of the managing underwriters/ lead book-runner/ manager. The holders of General Unsecured Claims shall be subject to the Lock-Up Period, up and any other lock-up applicable to the “Lock-Up Periods”), Commitment Parties under the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered SecuritiesRegistration Rights Agreement.

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned(a) Except for Buyer Shares transferred as an indemnification payment in accordance with Section 7.7, and for other good and valuable consideration the receipt and sufficiency of which are each Seller hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”), the undersigned will notnot to, without the prior written consent of ParentBuyer, directly or indirectlyduring the period commencing from the Closing and ending on the six (6) month anniversary of the Closing: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale ofto purchase, or otherwise transfer or dispose of of, directly or transfer indirectly, any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or Buyer Shares; (ii) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of any Buyer Shares; or (iii) publicly disclose the Covered Securities, intention to do any of the foregoing; whether any such swap transaction described in clauses (i), (ii) or transaction (iii) above is to be settled by delivery of Parent Common Stock Buyer Shares or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). After the six (6) month anniversary of the Closing and until the one (1) year anniversary of the Closing, during each ninety (90) day period, a Seller may transfer up to five percent (5%) of the average daily volume of the Buyer Shares during the prior ninety (90) day period, and will otherwise continue to be subject to the restrictions with respect to the other Buyer Shares owned by such Seller and any transfer of such other Buyer Shares will be a Prohibited Transfer. After the one (1) year anniversary of the Closing, the Sellers’ restrictions under this Section ‎6.7(a) with respect to the Buyer Shares shall lapse. Notwithstanding the foregoing, the transfer restrictions in this Section ‎6.7(a) shall cease upon the consummation of a “Transfer”);liquidation, merger, share exchange or other similar transaction following the Closing that results in all of Buyer’s shareholders having the right to exchange their equity holdings in Buyer for cash, securities or other property. (iib) during Notwithstanding Section ‎6.7(a), no Seller may transfer any Buyer Shares, and any transfer of Buyer Shares in such case will be a Prohibited Transfer, in the period commencing on event that the first calendar day following aggregate amount of outstanding claims (both pending claims and those that have been finally resolved, but not yet paid) by the Buyer Indemnified Parties against the Sellers under this Agreement and the Ancillary Documents exceeds the aggregate value of the Buyer Shares held by the Sellers at such time (valued at the Buyer Common Stock Price). (c) Each Seller further agrees to execute such agreements as may be reasonably requested by Buyer, in form and substance reasonably satisfactory to such Seller, that are consistent with the foregoing or that are necessary to give further effect thereto. If any Prohibited Transfer is made or attempted contrary to the provisions of this Section ‎6.7, such purported Prohibited Transfer shall be null and void ab initio, and Buyer shall refuse to recognize any such purported transferee of the Buyer Shares as one of its equity holders for any purpose. In order to enforce this Section ‎6.7, Buyer may impose stop-transfer instructions with respect to the Buyer Shares until the end of the First Lock-Up Period to and including restriction period described in the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securitiesthis Section ‎6.7.

Lock-Up. In recognition of the benefit that the Merger will confer upon the undersigned(a) Each Holder severally, and for other good and valuable consideration not jointly, agrees with PubCo not to effect any Transfer, or make a public announcement of any intention to effect such Transfer, of any Lock-Up Shares (as defined below) Beneficially Owned or otherwise held by such Person during the receipt and sufficiency of which are hereby acknowledgedLock-Up Period (as defined below) applicable to such Person; provided, the undersigned agrees that: that such prohibition shall not apply to Transfers (i) during permitted pursuant to Section 4.2, (ii) permitted through a waiver pursuant to Section 4.3, (iii) by any Member following the Member Lock-Up Period (as defined below), (iv) Transfers by private sales or Transfers made in connection with the consummation of the Business Combination, in each case by the Sponsor, at prices no greater than the price at which the securities were originally purchased, or (v) by the Sponsor following the Sponsor Lock-Up Period (as defined below). The “Member Lock-Up Period” shall be the period commencing on the Effective Time Closing Date and including continuing until the date that is six (6) months from after the Effective Time (Closing Date; provided that, the Member Lock-Up Period with respect to any Member’s Earnout Company Units and Earnout Voting Shares shall not end prior to the date that such Member’s Earnout Company Units and Earnout Voting Shares are earned in accordance with the BCA. The “First Sponsor Lock-Up Period”” shall be (w) with respect to Sponsor Earnout Shares, until the date such securities have been earned in accordance with the BCA, (x) with respect to the shares of Class A Common Stock issued in connection with the Class B Common Stock Conversion (other than the Sponsor Earnout Shares), the undersigned will notperiod commencing on the Closing Date and continuing until the date that is six (6) months after the Closing Date, without and (y) with respect to the prior written consent Warrants (and the Class A Common Stock issuable upon exercise of Parentthe Warrants), the period commencing on the Closing Date and continuing until the date that is thirty (30) days after the Closing Date. “Lock-Up Period” means with respect to the Members (including any Person who succeeds to such Member’s rights under this A&R Investor Rights Agreement pursuant to Section 5.1), the Member Lock-Up Period and, with respect to the Sponsor (including any Person who succeeds to the Sponsor’s rights under this A&R Investor Rights Agreement pursuant to Section 5.1), the Sponsor Lock-Up Period. “Lock-Up Shares” means the Equity Securities in PubCo and the Operating Company held by the Holders, directly or indirectly, offeras of the Closing Date, pledgeincluding the Warrants (or any shares of Class A Common Stock resulting from the exercise of any Warrant), sellClass A Common Stock, contract to sellClass V Voting Stock, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for and the sale of, or otherwise dispose of or transfer any Covered Securities whether now owned or hereafter acquired Class A Common Units held by the undersigned Members or the Sponsor as of the Closing Date; provided that, if the lock-up restrictions are waived with respect to which the undersigned has or hereafter acquires the power of disposition, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Covered Securities, whether any such swap or transaction is to Equity Securities in accordance with Section 4.3, such Equity Securities shall no longer be settled by delivery of Parent Common Stock or other securities, in cash or otherwise (each of the foregoing, a “Transfer”); (ii) during the period commencing on the first calendar day following the end of the First deemed Lock-Up Period to and including the date that is twelve (12) months from the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/3) of the Covered Securities; and (iii) during the period commencing on the first calendar day following the end of the Second Lock-Up Period to and including the date that is eighteen (18) months from the Effective Time (the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up Period, the “Lock-Up Periods”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than two-thirds (2/3) of the Covered Securitiesup Shares for so long as such restrictions are waived.

Lock-Up. In recognition of (a) During the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that: (i) during the period commencing on the Effective Time and including the date that is six (6) months from the Effective Time (the “First Lock-Up Period”up Period (as defined below), the undersigned Holder irrevocably agrees that it, he or she will not, without the prior written consent of Parent, directly or indirectly, not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of, directly or indirectly, any of or transfer any Covered Securities whether now owned or hereafter acquired by the undersigned or with respect to which Lock-up Shares (as defined below), enter into a transaction that would have the undersigned has or hereafter acquires the power of dispositionsame effect, or enter into any swap swap, hedge or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Covered Securitiessuch Lock-up Shares, whether any such swap or transaction is of these transactions are to be settled by delivery of Parent Common Stock or other securitiesany such Lock-up Shares, in cash or otherwise otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (each as defined below) with respect to any security of Acquiror. (b) In furtherance of the foregoing, Acquiror will (i) place an irrevocable stop order on all Lock-up Shares, including those which may be covered by a “Transfer”); registration statement, and (ii) during notify Acquiror’s transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct Acquiror’s transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (c) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) For purpose of this Agreement, the “Lock-up Period” means the period commencing on the first calendar day following Closing Date and ending on the end earlier of (i) the one year anniversary of the First Lock-Up Period to and including Closing Date (ii) the date that is twelve on which the VWAP of shares of PubCo’s Common Stock equals or exceeds $13.00 per share for twenty (12) months from the Effective Time (the “Second Lock-Up Period”), the undersigned will not, without the prior written consent of Parent, directly or indirectly, Transfer more than one-third (1/320) of any thirty (30) consecutive trading days commencing after the Covered Securities; and Closing on Nasdaq and (iii) during the period commencing on the first calendar day following the end date specified in a written waiver of the Second Lock-Up Period provisions of this Agreement duly executed by the Acquiror. The restrictions set forth herein shall not apply to: (1) transfers or distributions to and including the date that is eighteen Holder’s current or former general or limited partners, managers or members, stockholders, other equity holders or direct or indirect affiliates (18within the meaning of Rule 405 under the Securities Act of 1933, as amended) months from or to the Effective Time estates of any of the foregoing; (2) transfers by bona fide gift to a member of the “Third Lock-Up Period” and collectively with the First Lock-Up Period and Second Lock-Up PeriodHolder’s immediate family or to a trust, the “Lock-Up Periods”), beneficiary of which is the undersigned will not, without the prior written consent of Parent, directly Holder or indirectly, Transfer more than two-thirds (2/3) a member of the Covered SecuritiesHolder’s immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement.